Common use of Collections Clause in Contracts

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided in this Article IV(a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) promptly notify, Grantor shall transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) continue to collectbe party to a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as the remit to and payment address for all of Borrower’s Collections from Account Debtors, at its own expenseand Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. (b) Lender shall transfer all amounts due or Collections deposited into the Collection Account to become due to Grantor under the Accounts constituting part B▇▇▇▇▇▇▇’s account within three business days of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender transit, in each case, subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentapplicable law.

Collections. Except Until Agent notifies Borrower to the contrary, Borrower may make collection of all Receivables for Agent by directing all account debtors and other third parties to remit all payments owing to Borrower to the lockbox established in connection with the Blocked Account. In the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral, Borrower shall receive all payments in trust for Agent and Lenders and immediately deliver all payments to Agent, for its benefit and the ratable benefit of the Lenders, in their original form as otherwise provided set forth below, duly endorsed in this Article IV, Grantor shall continue blank or cause the same to collectbe deposited into a Blocked Account or Dominion Account. Agent or its designee may, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and any time during the continuance existence of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable notify account debtors that the Receivables have been assigned to enforce collection Agent, for its benefit and the benefit of the Accounts Lenders, and of Agent's security interest therein, and may collect the Receivables directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations TWO (2) Business Days after receipt by Agent of good funds which have been credited to Agent's account, whether such other Collateralfunds are received directly from Borrower or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 2.10(c) hereof, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, however, that Lender shall have the right if any such good funds are received after 2:00 P.M. Eastern time on any Business Day or at any time after on any day not constituting a Business Day, such funds shall be deemed received on the occurrence and during immediately following Business Day. Agent may charge Borrower's loan account for the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection amount of any such Accounts or other Collateral, and item of payment which is returned to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentAgent unpaid.

Collections. Except as (a) Unless otherwise provided in this Article IVagreed, Grantor the Collection Agent shall, on each Settlement Date, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Collection Agent. (b) In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall continue so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to collectbe remitted, all Collections so deposited which are identified, to the Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables to the Seller. (c) On each Settlement Date, the Purchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its own expenseoption, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Secondary Purchase Agreement, from Intermediate SPV under the Tertiary Purchase Agreement and from Master SPV under the RIPA have been paid in full and all amounts due then required to be set aside or to become due to Grantor held by the Purchaser under the Accounts constituting part Secondary Purchase Agreement, by Intermediate SPV under the Tertiary Purchase Agreement and by Master SPV or the Collection Agent under the RIPA have been so set aside and held or (ii) excess cash flow from operations of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Purchaser which is not required to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of other obligations of the Obligations may be applied in such order as Lender may electPurchaser under the Secondary Purchase Agreement; provided, howeverand provided further, that after no such payment shall be made at any time when an Event of Default has Termination or Incipient Event of Termination shall have occurred and is be continuing. Following the RIPA Final Payment Date, Lender the Purchaser shall apply apply, on each Settlement Date, all collections in accordance with Collections of Transferred Receivables received by the Purchaser pursuant to Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for 2.03(a) (and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection previously distributed) first to the payment of any Obligation is conditioned upon final payment accrued interest on the Deferred Purchase Price, and then to the reduction of any check or other instrumentthe principal amount of the Deferred Purchase Price.

Collections. Except as otherwise provided in this Article IV, Grantor The Indenture Trustee shall continue review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part Section 8.09 of the Collateral Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and all other Collateral. In connection with promptly deposit such collectionsamount in the Collection Account; or, Grantor may take (and, at Lender’s direction given after if the occurrence Notes shall have been declared to be due and during the continuance of payable under Section 5.02 following an Event of Default, shall takefor any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) such action as Grantor through (vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or Lender may deem necessary or advisable to enforce collection (vi) in an amount in excess of the Accounts and such other Collateral; providedamount, howeverif any, that Lender required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall have withdraw or direct the right at any time after Servicer to withdraw from the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do soSpread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the account debtors under Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in any Accounts or obligors event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andPolicy. The Indenture Trustee shall, immediately upon such notification and at the expense of Grantorreceipt, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral funds received by Grantor to Lender the Indenture Trustee in their original form, except for endorsements where necessary. Lender shall apply all collections on respect of funds drawn under the Collateral delivered to it or deposited in Policy from the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentInsurer.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Each Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections such Borrower receives for deposit into the Collection Account, and (ii) immediately enter into a collection services agreement acceptable to Lender (the "Lockbox Agreement") pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Each Borrower shall use the Lockbox address as otherwise provided in the remit to and payment address for all of such Borrower's Collections Account Debtors, and each Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this Article IV, Grantor shall continue to collect, at its own expense, all amounts due does not occur or to become due to Grantor under the Accounts constituting part Lockbox is not operational within 60 days of the Collateral and date of this Agreement. (b) At Lender's option, Lender may either (i) transfer all other Collateral. In connection with such collectionsCollections deposited into the Collection Account to Borrower's Account, Grantor may take or (andii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, at Lender’s direction given after in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower's Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided Each of the Receivables Parties and the Receivables Agent hereby acknowledges that, notwithstanding anything in this Article IV, Grantor shall continue the Receivables Purchase Agreement or the Receivables Transfer Agreements to collect, at its own expensethe contrary, all amounts due or to become due to Grantor under the Accounts constituting part collections of Transition Charges are property of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after Transition Bond Issuer pledged by the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and Transition Bond Issuer to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained Transition Bond Trustee for the benefit of Lender itself, the holders of Transition Bonds and any credit enhancement provider. Each of the TC Parties and the Initial TC Servicer hereby acknowledges that, notwithstanding anything in the Transition Property Sale Agreements or the Indenture to the contrary, all Collections related to Eligible Assets are the property of the Initial Receivables Purchaser and are and will be the subject of Receivables Financings, subject to withdrawal by Lender onlythe terms of the Receivables Purchase Agreement or the Receivables Transfer Agreements. Grantor shall immediately deposit If any of the Receivables Parties or the Receivables Agent (other than in its capacity as holder of the Collateral Account Deposit Accounts) receives any payments in respect of the Transition Charges or the Transition Bond Trustee Collateral, they agree to pay to, or as directed by, the Initial TC Servicer for the benefit of the Transition Bond Trustee all full and partial such payments on any Collateral received by Grantor them in respect thereof as soon as practicable after receipt thereof by them, and prior to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied remittance to the payment of the Obligations may be applied in Transition Bond Trustee they agree that such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments amounts are so delivered to Lender, such payments shall be held in trust for the Transition Bond Trustee. If any of the TC Parties or the Initial TC Servicer receives any payments in respect of the Eligible Assets, they agree to pay to, or as directed by, the Receivables Agent in writing all such payments received by Grantor for and them in respect thereof as Lender’s propertysoon as practicable after receipt thereof by them, and shall not be commingled with any funds of Grantorprior to such remittance they agree that such amounts are held in trust for the Initial Receivables Purchaser. Any application of costs and expenses associated with paying over any collection payments to the party entitled thereto as contemplated by this paragraph shall be borne by the party responsible for erroneously transferring such payment in the first instance; provided that any other costs and expenses associated with the actions contemplated in this Section 3 will be the responsibility of any Obligation is conditioned upon final payment of any check or other instrumentthe Receivables Agent.

Collections. Except as otherwise provided in this Article IVThe Borrower and the Seller shall cause, Grantor shall continue either directly or by causing the Servicer or another Person to collect, at its own expensecause: (1) subject to the terms of the Lease Administration Agreement, all amounts due proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times, to the Lease Administration Agreement. If any Lock-Boxes or Collection Accounts are established or changed after the date of this Agreement, the Borrower will provide to become due the Administrative Agent, substantially contemporaneously with the proposed effective date therefor, (i) written notice of such addition or change, and (ii) a joinder or amendment to Grantor under the Accounts constituting part Lease Administration Agreement with respect to any new Lock‑Box or Collection Account. In the event any payments relating to the Collateral are remitted directly to the Borrower or any Affiliate of the Collateral and Borrower, such Person will remit (or will cause all other Collateral. In connection with such collectionspayments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof, Grantor may take (and, at Lender’s direction given after all times prior to such remittance, such Person will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrative Agent and the Lenders. The related Collection Bank will maintain exclusive dominion and control (subject to the terms of this Agreement and the Lease Administration Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence and during of a future event to any Person, except, subject to the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection terms of the Accounts Lease Administration Agreement, to the Administrative Agent as contemplated by this Agreement and such other Collateralthe Security Agreement; provided, however, that Lender nothing herein shall have be deemed to preclude the right at any time after Borrower from granting the Servicer access to the Lock-Boxes and Collection Accounts, or the ability to direct disposition of the funds held therein, for purposes consistent with the terms of the Railcar Management Agreement and this Agreement prior to occurrence and during the continuance of an Early Amortization Event of Default, without giving written notice or a Servicer Replacement Event. Borrower shall take all necessary action to Grantor of Lender’s intention to do so, to notify the account debtors under ensure any Accounts or obligors with payments deposited into a Collection Account in respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and are transferred to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Cash Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds the terms of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentLease Administration Agreement.

Collections. Except as otherwise The Indenture Trustee shall review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to Section 9.02 of the Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (vi), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency (after consideration of the adjustment provided in this Article IVSection 9.04(b)(i)) and promptly deposit such amount in the Collection Account. If such deficiency exceeds the Available Spread Amount, Grantor the Indenture Trustee shall continue to collect, at its own expense, all amounts due or to become due to Grantor under notify the Accounts constituting part Insurer of the Collateral and all other Collateralamount of such excess deficiency. In connection with such collections, Grantor may take (and, at Lender’s direction given after To the occurrence and during extent the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Insurer is required pursuant to enforce collection the terms of the Accounts Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and such other Collateral; providedMonthly Principal, howeverthe Indenture Trustee shall promptly (and in any event not later than 1:00 p.m., that Lender shall have New York City time, on the right at any time after Business Day preceding the occurrence and during Payment Date) deliver a Notice for Payment as defined in the continuance of an Event of Default, without giving written notice Policy (appropriately completed) to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors Fiscal Agent with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andPolicy. The Indenture Trustee shall, immediately upon such notification and at the expense of Grantorreceipt, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral funds received by Grantor the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Payment Date are insufficient to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections pay current and past due Insurance Premiums on the Collateral delivered Policy, or any amounts owing to it or deposited the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Indenture Trustee of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Collateral Spread Account as provided (after giving effect to any withdrawal to satisfy a deficiency in the Collateral Account Agreement and any such amount applied Monthly Servicing Fee, Monthly Interest or Monthly Principal, other than amounts that would be attributable to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Accelerated Principal Amount) shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection available to the payment of any Obligation is conditioned upon final payment of any check or other instrumentcover such deficiency.

Collections. Except as otherwise provided in this Article IV, Grantor (a) The Indenture Trustee shall continue review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part Section 8.02 of the Collateral and all other Collateral. In connection with such collectionsTrust Agreement. (b) For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 8.04(a) (i) through (viii), Grantor may take (andthe Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, at Lender’s direction given after to the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection extent of the Accounts Available Spread Amount, an amount equal to such deficiency and promptly deposit such other Collateral; providedamount in the Collection Account. If such deficiency exceeds the Available Spread Amount, however, that Lender the Indenture Trustee shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in any Accounts or obligors event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a notice for payment to the Insurer with respect to such other Collateral the Policy (a "Notice of Claim"). The Insurer is required pursuant to Section 9.03 and the terms of the assignment Policy to pay the amount of such Accounts excess deficiency of Monthly Interest and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andMonthly Principal, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and up to the same extent as Grantor might have donePolicy Amount. (c) The Indenture Trustee shall, but unless and until Lender does so or gives Grantor other instructionsimmediately upon receipt, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral funds received by Grantor the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. (d) If the Available Funds for a Payment Date are insufficient to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections pay current and past due Insurance Premiums on the Collateral delivered Policy, or any amounts owing to it or deposited the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Indenture Trustee of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Collateral Spread Account as provided (after giving effect to any withdrawal to satisfy a deficiency in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Monthly Interest or Monthly Principal) shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection available to the payment of any Obligation is conditioned upon final payment of any check or other instrumentcover such deficiency.

Collections. Except as otherwise provided (a) Each Grantor agrees promptly to notify and direct each Account Debtor and every other Person obligated to make payments with respect to the Accounts Receivable or Inventory to make all such payments directly to a Collection Deposit Account or the applicable Cash Concentration Account (subject to the proviso in this Article IV, the following sentence). Each Grantor shall continue use all reasonable efforts to collect, at its own expense, cause each Account Debtor and every other Person identified in the preceding sentence to make all amounts due or payments with respect to become due to Grantor under the Accounts constituting part Receivable or Inventory either directly to a Collection Deposit Account or a Cash Concentration Account; provided that Credit Card Payments shall be made directly to the Cash Concentration Account. (b) In the event that a Grantor directly receives any Daily Receipts, notwithstanding the arrangements for payment directly into the Collection Deposit Accounts pursuant to Section 5.02, such remittances shall be held for the benefit of the Collateral Agent and the Secured Parties and shall be segregated from other funds of such Grantor, subject to the Security Interest granted hereby, and such Grantor shall cause such remittances and payments to be deposited into a Collection Deposit Account or a Cash Concentration Account, as applicable, as soon as practicable after such Grantor’s receipt thereof. (c) Without the prior written consent of the Collateral Agent, no Grantor shall, under any circumstances whatsoever, change the general instructions given to Account Debtors and other Persons obligated to make payments with respect to the Accounts Receivable or Inventory regarding the deposit of payments with respect to the Accounts Receivable or Inventory in a Collection Deposit Account or a Cash Concentration Account, as applicable. Each Grantor shall, and the Collateral Agent hereby authorizes each Grantor to, enforce and collect all amounts owing with respect to the Accounts Receivable or Inventory for the benefit and on behalf of the Collateral Agent and the other Collateral. In connection with Secured Parties; provided, however, that such collections, Grantor privilege may take (and, at Lender’s direction given after the option of the Collateral Agent be terminated upon the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except 1. ITEC agrees that: a. so long as otherwise provided NFC may permit or desires ITEC to do so, ITEC will, with due diligence, use reasonable efforts and take all necessary steps to collect when requested by NFC, sums owing and payable on Retail Contracts, Leases or Wholesale Contracts acquired by NFC pursuant to this Agreement, and will pay all expenses incurred by it in this Article IVso doing provided, Grantor shall continue however it is understood that NFC has the primary obligation to collectcollect on such Retail Contracts, at its own expenseLeases and Wholesale Contracts; b. except with the written approval of NFC, all amounts ITEC will not extend the time for payment or renew any Retail Contract, Lease or Wholesale Contract acquired by NFC, and then only upon the condition that the goods covered by the lien securing that Retail Contract, Lease or Wholesale Contract or additional security obtained, are in the opinion of NFC reasonably adequate for such extension or renewal; c. it will instruct the obligors on Retail Contracts, Leases and Wholesale Contracts sold to NFC to make payments on such contracts directly to NFC; d. in the event that in the exercise of good business judgment it becomes necessary or desirable to repossess any Equipment covered by the lien securing any Retail Contract, Lease or Wholesale Contract acquired by NFC hereunder, when requested by NFC, ITEC will, with due diligence, proceed to do so and to foreclose NFC’s lien upon such goods, or to become due otherwise acquire clear title thereto, and to Grantor under resell the Accounts constituting part same to the best advantage of NFC, and also to resell any Used Goods accepted in trade upon the Collateral resale of such repossessed Equipment. ITEC will also furnish to NFC such information, with respect to each repossession, as may be requested by NFC; e. ITEC shall indemnify and hold NFC harmless from any and all other Collateral. In connection with such collectionsclaims of whatsoever nature asserted against NFC by any third party arising out of any act done or omitted to be done, Grantor may take (andor proceedings taken or omitted pursuant to subparagraphs a., at Lender’s direction given after the occurrence and during the continuance b., c., or d. of an Event this paragraph 1 of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other CollateralSection H; provided, however, that Lender NFC shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection ITEC promptly of any such Accounts claims made or other Collateral, suit instituted against it and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertydetails thereof, and shall not pay or compromise any such claims or suits without the approval of ITEC, and ITEC shall be commingled with any funds of Grantor. Any application permitted to assume and direct the defense of any such suit by counsel of its own choosing; f. ITEC will permit agents of NFC to examine its books, records, and files relating to Retail Contracts, Leases or Wholesale Contracts transferred to NFC hereunder at any and all reasonable times for the purpose of ascertaining, inspecting, and verifying any and all transactions in connection therewith, the status and condition thereof, and the collection of any sums thereon, or any other matter pertaining to this Agreement; and g. upon terms described infra at Article VI., Section A. and to the payment extent agreed upon from time to time by the parties, ITEC will repurchase from NFC ITEC Repossessions. 2. ITEC agrees that any and all payments or collections at any time received or accepted by an office of ITEC in respect of any Obligation is conditioned Retail Contract, Lease or Wholesale Contract acquired by NFC hereunder shall be reported to NFC in writing immediately upon final payment identification, and ITEC agrees to transfer any such funds to NFC on a daily basis in such manner as NFC may direct. 3. NFC agrees that any and all payments, collections, or any other amounts of any check kind owed to ITEC that are received or other instrumentaccepted by NFC shall be reported to ITEC in writing immediately upon identification and NFC agrees to transfer any such funds to ITEC on a daily basis in such manner as ITEC may direct.

Collections. Except as otherwise provided in this Article IVLOCK-BOX ACCOUNT AND RELATED BANK ACCOUNTS Any amounts received by the Servicer, Grantor shall continue to collect, at its own expenseincluding all payments by or on behalf of the Obligors (other than Purchased Receivables), all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral Liquidation Proceeds, Insurance Proceeds and other Recoveries, all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and as collected during the continuance Collection Period in respect of an Event of Defaulta Receivable being serviced by the Servicer, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and be remitted to the same extent Lock-Box Account as Grantor might have donesoon as practicable, but unless in no event later than the close of business on the Business Day after receipt thereof by the Servicer. The Servicer shall maintain the Lock-Box Account and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence collect and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox hold in trust (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit the Trust) in such account all funds received on account of the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any Obligors until such amount applied funds are transferred to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections Trustee or in accordance with Section 7.7its instructions. Until such payments are so delivered On a daily basis the posted balance (in excess of $2,000) related to Lender, such payments the Receivables in the Lock-Box Account shall be held in trust transferred by Grantor for and as Lender’s property, and wire transfer to the Trustee. Such funds shall not be commingled with any the funds of Grantorany other person; provided that there may be deposited in the Lock-Box Account moneys collected on other motor vehicle installment sales contracts originated by Aegis Finance and its affiliates. Any application of any collection The Servicer shall be responsible for all charges with respect to the payment Lock-Box Account and, insofar as such charges relate to the Receivables, shall be reimbursed in accordance with the instructions set forth in the Monthly Servicer Certificate. The Servicer shall provide written notice to the Trustee of any Obligation is conditioned upon final payment the location and account number of any check the Lock-Box Accounts promptly after establishing or other instrumentchanging the same. Wells Fargo Bank, N.A. will serve as the initial Loc▇-▇▇▇ Account Depository with respect to the Receivables. The Servicer shall provide thirty (30) days' prior notice to the Trustee of its appointment of a successor Lock-Box Account Depository, which such successor Lock-Box Account Depository shall be an Eligible Institution. The Servicer shall deposit into the Lock-Box Account all amounts (including late payments) remitted by Obligors to the Servicer under the terms of the Receivables within one (1) Business Day after receipt thereof. The Servicer shall provide the Lock-Box Account Depository with a report providing instructions related to distributions of funds from the Lock-Box Account to the Collection Account. The Servicer shall deposit in the Collection Account the aggregate Purchase Amount with respect to Purchased Receivables. All such deposits shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds, on the Business Day following receipt thereof.

Collections. Except as otherwise provided in this Article IV(a) Borrower shall direct all of its Account Debtors to make all payments on the Accounts of Borrower directly to one or more post office box(es) (each a “Lock Box”) designated by, Grantor shall continue to collectand under the exclusive control of, Lender, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other CollateralComerica Bank. In connection with each such collectionsLock Box, Grantor may take Borrower shall establish a deposit account (each a “Lock Box Account”) in Lender’s name with Comerica Bank, into which all payments received in the respective Lock Box shall be deposited. Borrower will, immediately upon receipt thereof, deposit into one of such Lock Box Accounts all payments received by Borrower on its Accounts and any and all other cash proceeds of any Collateral in the identical form in which such payments were received, whether by cash or check, and Borrower shall direct any Account Debtor wishing to send a wire transfer as payment to send any funds to one such Lock Box Account. If Borrower or any Affiliate or Subsidiary of Borrower or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary thereof, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, at Lender’s direction given after the occurrence and during the continuance of an Event of Defaultimmediately upon receipt thereof, shall takeremit the same (or cause the same to be remitted) in kind to one of the Lock Box Accounts. Borrower shall execute a tri-party account control agreement with respect to each such action Lock Box Account (each such agreement, as Grantor it may hereafter be amended, modified, restated or replaced from time to time, a “Lock Box Account Control Agreement”) among Lender, Borrower and Comerica Bank. Each such Lock Box Control Agreement shall provide that the amounts on deposit in such Lock Box Account are the sole and exclusive property of Lender, that Comerica Bank will follow the instructions of Lender may deem necessary with respect to disposition of funds in the Lock Box and Lock Box Account without further consent from Borrower, that Comerica Bank has no right to setoff against the Lock Box Account or advisable against any other account maintained by Comerica Bank into which the contents of the Lock Box Account are transferred, and that Comerica Bank shall wire, or otherwise transfer in immediately available funds to enforce collection Lender in a manner satisfactory to Lender, funds deposited in the Lock Box Account on a daily basis as such funds are collected. (b) Borrower agrees that all payments received by Lender from such Lock Box Accounts or otherwise, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the applicable Liabilities (other than the Term Loans) in accordance with the terms of this Agreement. All of such fees, costs and expenses if not paid by Borrower, may be paid by Lender and in such other Collateral; provided, however, that event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s behalf. For the purpose of this Section 8, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have the right access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein. (c) Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lenderany of the Liabilities, (i) enforce collection of any of Borrower’s intention Accounts or other amounts owed to do so, Borrower by suit or otherwise; (ii) exercise all of such Borrower’s rights and remedies with respect to notify the account debtors under proceedings brought to collect any Accounts or obligors with respect other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any Indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign such Borrower’s name on any proof of claim in bankruptcy or other Collateral similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill Borrower’s obligations under this Agreement and to allow Lender to collect the Accounts or other amounts owed to Borrower. In addition to any other provision hereof, Lender may at any time, whether before or after the occurrence of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment directly to Lender of all any amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentthereunder.

Collections. Except as Unless otherwise provided in this Article IVdirected by CDF, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce expedite collection of Accounts for the Accounts and such other Collateral; providedbenefit of CDF, however, that Lender Borrower shall have the right at any time after the occurrence and during the continuance notify all of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or its obligors to make payment of the Accounts to one or more lock-boxes under the sole control of CDF. The lock-box, and all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at accounts into which the expense of Grantor, to enforce collection proceeds of any such Accounts lock-box(es) are deposited, shall be established at banks selected by the Borrower and satisfactory to CDF in its sole discretion. Borrower shall issue to any such banks an irrevocable letter of instruction, in form and substance acceptable to CDF, directing such banks to deposit all payments or other remittances received in the lock-box to such account or accounts as CDF shall direct, for application against the outstanding balance of the Obligations. All funds deposited in the lock-box or any such account immediately shall become the property of CDF, and any disbursements of the proceeds in the lock-box or any such account will only be made to CDF. Borrower shall obtain the agreement of such banks to waive any setoff rights against the funds so deposited and otherwise establish CDF’s control thereof as a secured party under the Uniform Commercial Code. CDF assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Borrower receives in payment of any Accounts, and the proceeds of any of the other Collateral, shall be: (i) kept separate and apart from Borrower’s own funds so that they are capable of identification as CDF’s property; (ii) held by Borrower as trustee of an express trust for CDF’s benefit; and (iii) shall be immediately deposited in such accounts designated by CDF. All proceeds received or collected by CDF with respect to adjustAccounts, settle or compromise the amount or payment thereof and reserves and other property of Borrower in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, possession of CDF at any time or times hereafter, may be held by CDF without interest to Borrower until all Obligations are paid in full or applied by CDF on account of the Obligations. CDF shall release to Borrower such portions of such reserves and proceeds as CDF determines do not relate to Accounts as soon as practicable, but in any event no later than one (1) Business Day after discovering any overpayment. In addition, if Borrower becomes aware that funds unrelated to Accounts were deposited in the lock-box(es), Borrower may submit a refund request identifying such sums Borrower believes did not relate to Accounts. CDF will (i) review the request, and (ii) if CDF reasonably determines that such sums did not relate to the Accounts, and if there is availability under the Borrowing Base at such time, then CDF shall return the funds the same Business Day, if possible, but in any event no later than the next Business Day. Upon the occurrence and during the continuance of a Default or Event of Default, CDF may require notify the obligors that Grantor instruct all current the Accounts have been assigned to CDF, collect the Accounts directly in its own name and future account debtors charge the collection costs and obligors on other Collateral expenses, including attorneys’ fees, to make all payments directly Borrower. CDF has no duty to a lockbox (protect, insure, collect or realize upon the “Lockbox”) controlled by Lender. All payments received Accounts to preserve rights in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentthem.

Collections. Except (a) The Master Servicer shall provide each Servicer with such instructions as otherwise provided are necessary to permit the transfer by wire transfer in this Article IV, Grantor shall continue to collect, at its own expense, immediately available funds of all amounts due on deposit in the Custodial Accounts which constitute collections to the Collection Account on the Servicer Remittance Date specified in the related Servicing Agreement. (b) On or prior to become due to Grantor under each Master Servicer Remittance Date, the Accounts constituting part Master Servicer shall determine (by Mortgage Pool and in the aggregate) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of the Collateral this Section 6.04 and all other Collateral. In connection with such collectionsSection 6.08, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the assignment of information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andamount. (c) On each Master Servicer Remittance Date, upon such notification and at the expense of GrantorMaster Servicer shall remit the Total Distribution Amount for the related Distribution Date, to enforce collection exclusive of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and amounts received with respect to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights related Distribution Date under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require Cap Agreement that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or have not been deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied Collection Account, to the payment Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections Interest Remittance Amount (from each Mortgage Pool in accordance with Section 7.7. Until the applicable Pool Percentage), (i) to itself, the Trustee Fee and the Custodian Fee for such payments are so delivered Distribution Date, (ii) to Lenderthe applicable Retained Interest Holder, such payments shall be held any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in trust by Grantor for and as Lender’s propertythe Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not be commingled a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Trustee with any funds of Grantor. Any application of any collection respect to the payment of any Obligation is conditioned upon final payment of any check or other instrumentCap Agreement, all such amounts.

Collections. Except Such Seller Party shall direct each applicable ----------- Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Servicer for the benefit of the Agent and the Purchasers. Immediately upon receipt by any Torchmark Entity of any premium payable by or on behalf of the Policy Holder or any other Person in respect of the Insurance Product that shall have given rise to any Receivable, such Torchmark Entity shall be required to remit to the Servicer an amount calculated in reference thereto that, in the ordinary course of business and in accordance with its customary practice, is then payable as otherwise provided a commission in respect of such Insurance Product to the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) directly to the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Seller shall maintain exclusive ownership, dominion and control (subject to the terms of this Article IVAgreement) of each deposit account in which any Collections are held and shall not grant the right to take dominion and control of any such account except to the Agent on the demand of the Agent. At any time following the occurrence of an Amortization Event, Grantor shall continue to collectthe Agent may, at its own Seller's sole cost and expense, all amounts due direct Seller to notify, or to become due cause AIL to Grantor under notify, the Accounts constituting part Obligors (including Obligors that are guarantors) of Receivables and all Policy Holders owing premiums in respect of which any Receivables shall have arisen of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection ownership interests of the Accounts Agent and such other Collateral; provided, however, the Purchasers under this Agreement and may also direct that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment payments of all amounts due or to that become due to Grantor thereunder under any or all Receivables or Related Security be made directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts Agent (or other Collateral, and to adjust, settle its respective designee) or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (or collection account designated by the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentAgent.

Collections. Except as Unless the Borrower is otherwise provided in this Article IVinstructed at any time by the Administrative Agent, Grantor the Borrower shall continue instruct all Obligors, or cause the Originators to collect, at its own expenseinstruct, all amounts due Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Schedule 3, each of which is subject to become due to Grantor under the Accounts constituting part of the Collateral and all other Collaterala Collection Account Agreement. In connection the case of payments remitted to any such lock-box, the Borrower shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Schedule 3 (as amended from time to time in accordance with the terms hereof), which is subject to a Collection Account Agreement. The Borrower shall maintain exclusive dominion and control (subject to the terms of this Agreement, the Originator Subordinated Secured Notes and Originator Intercreditor Agreement) to each such collectionsCollection Account. In the case of any Collections received by the Borrower or any Originator, Grantor may take the Borrower shall remit (or shall cause such Originator to remit) such Collections to a Collection Account not later than the Business Day immediately following the date of receipt of such Collections, and, at Lender’s direction given after all times prior to such remittance, the occurrence and during the continuance of an Event of DefaultBorrower shall itself hold (or, if applicable, shall takecause such Originator to hold) such action as Grantor or Lender may deem necessary or advisable to enforce collection Collections in trust, for the exclusive benefit of the Accounts Lenders and the Administrative Agent. In the case of any remittances received by the Borrower in any such other Collateral; provided, however, Collection Account that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do sobeen identified, to notify the account debtors under any Accounts or obligors with respect to such other Collateral satisfaction of the assignment Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Borrower shall promptly remit such items to the Person identified to it as being the owner of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lenderremittances. In addition to its rights under the preceding sentence to this Section, LenderThe Borrower agrees that, at any time after the occurrence and during the continuance of any Termination Event or a Default Trigger Event, the Administrative Agent shall have the right to exercise exclusive dominion and control of each lock-box and Collection Account; provided that, promptly following the cure of any such Termination Event or Event Trigger Event, the Administrative Agent shall instruct the applicable banks that the Borrower may have access to such Collection Account without further consent of Defaultthe Administrative Agent. The Administrative Agent may at any time (whether in connection with delivery to any of the Collection Banks of a Collection Notice pursuant to Section 6.02 or otherwise), may require request that Grantor instruct the Borrower, and the Borrower thereupon promptly shall and shall direct the Originators to, direct all current and future account debtors and obligors Obligors on other Collateral Receivables to make remit all payments directly thereon to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank new depositary account (the “Collateral New Concentration Account”) maintained for specified by the benefit of Lender subject to withdrawal by Lender only. Grantor Administrative Agent and, at all times thereafter the Borrower shall immediately not deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertyotherwise credit, and shall not be commingled with permit any funds of Grantor. Any application of Originator or any collection other Person to deposit or otherwise credit to the New Concentration Account any cash or payment of item other than Collections. Alternatively, the Administrative Agent may request that the Borrower, and the Borrower thereupon promptly shall, direct all Persons then making remittances to any Obligation is conditioned upon final payment of any check or Collection Account listed on Schedule 3 (as amended from time to time in accordance with the terms hereof) which remittances are not payments on Receivables to deliver such remittances to a location other instrumentthan an account listed on Schedule 3 (as amended from time to time in accordance with the terms hereof).

Collections. Except as otherwise provided Each Brooke Party shall, to the extent such Brooke Party has the right or obligation to do so pursuant to the Related Documents (i) instruct all Obligors and all applicable insurance companies to make all payments in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part respect of the Collateral Loans (including any Sales Commissions or other collateral securing any such Loan) (A) directly to the Master Receipts Trust Account or the Collection Account (if possible) or (B) if direct remittance to the Master Receipts Trust Account or the Collection Account is not possible, to a Receipts Trust Account, (ii) cause all Collections remitted to each Receipts Trust Account to be deposited to the Consolidated Receipts Trust Account within one Business Day of receipt, (ii) cause all Collections remitted to the Consolidated Receipts Trust Account to be remitted to the Master Receipts Trust Account within two Business Days of receipt, (iii) cause all Collections remitted to the Master Receipts Trust Account to be remitted to the Collection Account within two Business Days of receipt pursuant to, and in accordance with, the Master Agent Security Agreement, (iv) cause each Receipts Trust Account to be maintained solely in the name of the Master Agent and (v) cause the Master Receipts Trust Account and the Consolidated Receipts Trust Account to be subject at all other Collateraltimes to a Trust Account Control Agreement. In connection with If any Collections are received by any Brooke Party or any of their respective Affiliates, the Master Agent Servicer shall cause such collectionsCollections to be remitted directly to the Collection Account not later than two Business Days immediately following the date of such Brooke Party’s or such Affiliate’s receipt of same, Grantor may take (and, at Lender’s direction given after all times prior to such remittance, such Brooke Party or such Affiliate shall hold such Collections in trust, for the exclusive benefit of the Agent on behalf of the Secured Parties. The Master Agent Servicer agrees that it will use its best efforts (and will cause each of its Affiliates to use their best efforts) not to permit any check or other funds to be deposited into any Trust Account or the Collection Account other than (i) Collections on the Collateral, (ii) collections on other loans remitted to a Trust Account, but only to the extent such collections are subject to the Trust Account Intercreditor Agreement and (iii) “Other Receipts” remitted to a Receipts Trust Account (as such term is defined in the related Receipts Trust Agreement). To the extent any such “Other Receipts” or other funds that are not Collections are deposited into any Trust Account, the Master Agent Servicer shall promptly (and in any event within two Business Days) identify such funds and cause such funds to be segregated from the Collections on the Collateral in accordance with the Master Agent Security Agreement. To the extent any funds other than Collections are deposited into the Collection Account, the Master Agent Servicer shall promptly (and in any event within two Business Days) identify such funds and notify the Agent of the same and direct the Agent to remit such funds the Person entitled thereto. The Agent may at any time following the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such Default (other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after than an Event of Default that has occurred and is continuing, Lender shall apply all collections been waived in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust writing by Grantor for and as Lender’s propertythe Agent) request each Brooke Party to, and shall not each Brooke Party thereupon promptly shall, direct all Obligors to remit all payments with respect to Loans and Other Conveyed Property with respect thereto to a new depository account or lock-box specified by the Agent (which new account shall, if so directed by the Agent, be commingled with any funds of Grantor. Any application of any collection to established in the payment of any Obligation is conditioned upon final payment of any check or other instrumentAgent’s own name).

Collections. Except as otherwise provided in this Article IV(a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, Grantor shall continue transfer and deliver to collect, at its own expense, Lender all amounts due or to become due to Grantor Collections Borrower receives for deposit into an account under the Accounts constituting part sole control of Lender (the “Collection Account”), (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this does not occur or the Lockbox is not operational within 15 days of the Collateral and all other Collateral. In connection with such collections, Grantor may take date of this Agreement. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to Borrower’s Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the WEST\269892266.4 355157- 0001621 Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided Until Lender notifies Borrower in this Article IVwriting to the contrary, Grantor Borrower may collect all Account Receivables directly from all account debtors. If Lender notifies Borrower in writing that Lender requires all Account Receivables to be deposited directly into the LockBox Account, Borrower shall continue then direct all of its account debtors, payors and other third parties to collect, at its own expense, remit all amounts due or payments owing to become due Borrower directly to Grantor under the Accounts constituting part of the Collateral and all other CollateralLockbox Account. In connection with the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral after such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of from Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Borrower shall receive all payments in trust for Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make immediately deliver all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original formform as set forth below, except for endorsements where necessaryduly endorsed in blank or cause the same to be deposited into the Lockbox Account. Lender or its designee may, at any time, notify account debtors that the Accounts Receivable have been assigned to Lender and of Lender's security interest therein, and may collect the Accounts Receivable directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall apply all collections be deemed applied by Lender on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment account of the Obligations may be applied in one (1) Business Day after receipt by Lender of good funds which have been finally credited to Lender's account, whether such order as Lender may electfunds are received directly from Borrower or from the Lockbox Account, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 12:00 p.m. noon (Dallas time) on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. Lender is not, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered required to Lender, such payments shall be held in trust by Grantor credit Borrower's account for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application the amount of any collection item of payment which is unsatisfactory to Lender in its Permitted Discretion and Lender may charge Borrower's loan account for the payment amount of any Obligation item of payment which is conditioned upon final payment of any check or other instrumentreturned to Lender unpaid.

Collections. Except as Unless otherwise provided in this Article IVdirected by CDF, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce expedite collection of Accounts for the Accounts and such other Collateral; providedbenefit of CDF, however, that Lender Dealer shall have the right at any time after the occurrence and during the continuance notify all of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or its obligors to make payment of the Accounts to one or more lock-boxes. The lock-box(es), and all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at accounts into which the expense of Grantor, to enforce collection proceeds of any such lock-box(es) are deposited, shall be established and maintained at banks selected by the Dealer and satisfactory to CDF in its sole discretion. Dealer shall issue to any such banks an irrevocable letter of instruction, in form and substance reasonably acceptable to CDF, directing such banks to deposit all payments or other remittances received in the lock-box to such account or accounts as CDF shall direct. At all times after either (i) a Default by Dealer, (ii) Dealer’s cash on hand falls below ten million dollars ($10,000,000.00), or (iii) Dealer takes an advance on the Accounts Receivable Facility, CDF may provide notice to such banks that thereafter all funds deposited in the lock-box or any such account immediately shall become the property of CDF, and any disbursements of the proceeds in the lock-box or any such account will only be made to CDF. Dealer shall obtain the agreement of such banks to waive any offset rights against the funds so deposited and otherwise establish CDF’s control thereof as secured party under the Uniform Commercial Code. CDF assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Dealer receives in payment of any Accounts, and the proceeds of any of the other Collateral, shall be immediately deposited in such accounts designated by CDF. All proceeds received or collected by CDF with respect to Accounts, and to adjust, settle or compromise the amount or payment thereof reserves and other property of Dealer in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, possession of CDF at any time after or times hereafter, may be held by CDF without interest to Dealer until all Obligations are paid in full or applied by CDF on account of the Obligations. CDF may release to Dealer such portions of such reserves and proceeds as CDF may determine. Upon the occurrence and during the continuance of a Default or Event of Default, CDF may require notify the obligors that Grantor instruct all current the Accounts have been assigned to CDF, collect the Accounts directly in its own name and future account debtors charge the collection costs and obligors on other Collateral expenses, including attorneys' fees, to make all payments directly Dealer. CDF has no duty to a lockbox (protect, insure, collect or realize upon the “Lockbox”) controlled by Lender. All payments received Accounts to preserve rights in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentthem.

Collections. Except (i) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (A) immediately notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (B) deliver to Lender a detailed cash receipts journal for all Collections originating in the United States on Friday of each week until the Lockbox is operational, and (C) immediately enter into a collection services agreement reasonably acceptable to Lender (the "Lockbox Agreement") pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in this Article IVthe remit to and payment address for all of Borrower's Collections from Account Debtors, Grantor and Borrower shall continue instruct all Account Debtors to collectmake payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if, at its own expenseany time, all amounts due or to become due to Grantor under the Accounts constituting part any of the Collateral and foregoing does not occur or the Lockbox is not operational within 90 days of the Closing Date. (ii) During any Streamline Period, Lender shall transfer all Collections deposited into the Collection Account to Borrower's Account. At all other Collateraltimes, Lender shall apply the Collections deposited into the Collection Account to the outstanding Account Balance. In connection with either case, Lender shall immediately transfer such collections, Grantor may take Collections to Borrower's Account (and, at Lender’s direction given after no later than one business day of the date received). Upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower's Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except Until Lender notifies Borrower to the contrary, Borrower may make collection of all Receivables for Lender and shall receive all payments as trustee of Lender and immediately deliver all payments to Lender in their original form as set forth below, duly endorsed in blank. Lender or its designee may, in the circumstances described below, notify account debtors that the Receivables have been assigned to Lender and of Lender's security interest therein. Lender may only give the foregoing notification to account debtors at any time when there exists an Event of Default or an Incipient Default, or, absent the existence of an Event of Default or Incipient Default, if in Lender's good faith judgment, based upon credible evidence, Lender believes that (A) the Blocked Account or Dominion Account is being circumvented or other circumstances exist which threaten Lender's ability to maintain its dominion over cash, (B) the proceeds of Lender's Collateral are being diverted from it, or (C) the Borrower's or any other Loan Party's properties or assets are otherwise provided in this Article IV, Grantor shall continue being misappropriated (the foregoing events being referred to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the herein as "Designated Collateral and all other CollateralImpairment Events"). In connection with such collections, Grantor may take (and, at Lender’s direction given after After the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or after any Designated Collateral Impairment Event, Lender may deem necessary collect the Receivables directly (rather than through the Dominion Account or advisable the Blocked Account), if elected by Lender, and charge the collection costs and expenses to enforce collection Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Lender on account of the Accounts Obligations one (1) Business Day after receipt by Lender of good funds which have been finally credited to Lender's account, whether such funds are received directly from Borrower or any other Loan Party or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 7.3 hereof, and such other Collateral; providedthis provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding. Lender is not, however, that Lender shall have required to credit Borrower's account for the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection amount of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or item of payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor which is unsatisfactory to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement its sole discretion and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor charge Borrower's loan account for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application the amount of any collection item of payment which is returned to the payment of any Obligation is conditioned upon final payment of any check or other instrumentLender unpaid.

Collections. Except as otherwise provided in this Article IVUntil FINOVA notifies Borrower to the contrary, Grantor Borrower shall continue ----------- direct all LECs to collectdirect all payments (except payments made by check by Southwestern ▇▇▇▇, at its own expense, all amounts due which shall be made payable to Borrower but sent to FINOVA or to become due a lockbox if FINOVA shall so direct) to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection a "blocked account" as FINOVA may require (each, a "Blocked Account") pursuant to an arrangement with such collectionsbank as may be selected by Borrower and be acceptable to FINOVA. Borrower shall hold any payments received by it as trustee of FINOVA and immediately deliver all payments to FINOVA in their original form as set forth below, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor duly endorsed in blank. FINOVA or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lenderdesignee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct pursuant to a Notice of Assignment in the form attached hereto as Exhibit "7.2", notify all current and future other account debtors that the Receivables have been assigned to FINOVA and obligors on other Collateral of FINOVA's security interest therein, and may collect the Receivables directly and charge the collection costs and expenses to make Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox items of payment shall be transferred to a special bank deemed applied by FINOVA on account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in one (1) Business Day after receipt by FINOVA of good funds which have been finally credited to FINOVA's account, whether such order as Lender may elect; providedfunds are received directly from Borrower or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 7.3 hereof. FINOVA is not, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered required to Lender, such payments shall be held in trust by Grantor credit Borrower's account for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application the amount of any collection item of payment which is unsatisfactory to FINOVA in its sole discretion and FINOVA may charge Borrower's loan account for the amount of any item of payment which is returned to FINOVA unpaid. In this Agreement or in any Loan Document, whenever, there is a reference to "receipt by FINOVA of funds," or language of similar effect regarding the receipt of funds by FINOVA, in order to be credited to the payment of any Obligation is conditioned upon final payment of any check applicable account on the date that good funds were received by FINOVA (either directly or other instrument.through a

Collections. Except (a) Lender shall establish and maintain, at Borrower's expense, in the name of Lender, deposit accounts (the "Congress Accounts") into which Borrower shall promptly deposit all payments constituting proceeds of Inventory in the identical form in which such payments are made, whether by cash, check or other manner, except as otherwise provided agreed to in this Article IVwriting by the Lender in its sole discretion. The banks at which the Congress Accounts are established shall wire, Grantor shall continue to collector otherwise transfer, at its own expensein immediately available funds, on a daily basis, all amounts due funds received or deposited into the Congress Accounts to become due such bank account of Lender as Lender may from time to Grantor under time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Congress Accounts or other funds received and collected by Lender, whether as proceeds of Inventory or otherwise shall be the Accounts constituting part property of the Collateral and all other CollateralLender. In connection with such collectionsaddition, Grantor may take (andBorrower shall cause each and every issuer of each credit card, at Lender’s direction given after the occurrence debit card, ATM card and during the continuance each other form of an Event of Defaultpayment accepted by Borrower or, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedif different, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors each Person which makes payments with respect to each such card and/or other form of payment, to transfer (in a manner acceptable to Lender) to the Payment Account (or such other Collateral account as is acceptable to Lender), in immediately available funds, any and all payments due from each such Person as a result of the assignment sale of Inventory by Borrower. Borrower shall not accept any credit card, debit card, ATM card or other form of payment unless the issuer thereof, or if different, each Person which makes payments with respect to each such Accounts card and/or other form of payment, has, pursuant to an agreement in form and substance reasonably satisfactory to Lender, agreed to transfer (in a manner acceptable to Lender) to the Payment Account (or such other Collateral account as is acceptable to Lender Lender), in immediately available funds, any and to direct all payments due from such account debtors or obligors to make payment Person as a result of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts sale or other Collateraldisposition of Inventory by Borrower. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Lender in the Payment Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time) to credit Borrower's loan account on such day, and to adjustif not, settle then on the next Business Day. (c) Borrower, as soon as is practicable after receipt thereof, shall deposit or compromise the amount or payment thereof in cause the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided Congress Accounts, or remit the same or cause the same to be remitted, in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; providedkind, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Collateral which come into their possession or under their control. In no event shall be held in trust by Grantor for and as Lender’s property, and shall not the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Congress Account is established or any other bank or person involved in the transfer of funds to or from the Congress Accounts arising out of GrantorLender's payments to or indemnification of such bank or person. Any application The obligation of any collection Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the payment termination or non-renewal of any Obligation is conditioned upon final payment of any check or other instrumentthis Agreement.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect(a) [Intentionally Omitted.] (b) Agent may, at its own expense, all amounts due or any time and from time to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after time upon the occurrence and during the continuance of an Event of Default, shall takewhether before or after notification to any Account Debtor and whether before or after the maturity of any of the Liabilities, (i) such action as Grantor or Lender may deem necessary or advisable to enforce collection of any of Borrower’s Accounts or other amounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Agent deems advisable; (v) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Agent’s sole discretion, to fulfill Borrower’s obligations under this Agreement and the Other Agreements and to allow Agent to collect the Accounts and such or other Collateral; providedamounts owed to Borrower. In addition to any other provision hereof, however, that Lender shall have the right Agent may at any time after time, upon the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lenderat Borrower’s intention to do soexpense, to notify the account debtors under any Accounts or obligors with respect to such other Collateral parties obligated on any of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment directly to Agent of all any amounts due or to become due thereunder. (c) [Intentionally Omitted.] (d) On a monthly basis, Administrative Agent shall deliver to Grantor thereunder directly to Lender andBorrower an account statement showing all LIBOR Rate Loans, upon such notification charges and at the expense of Grantorpayments, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox which shall be transferred deemed final, binding and conclusive upon Borrower unless Borrower notifies Administrative Agent in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement Borrower and any such amount applied notice shall only constitute an objection to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise (a) On each Remittance Date, the Collateral Agent shall determine by reference to the Monthly Debtor's Certificate the Available Collections for the prior Collection Period and shall withdraw such amount from the Collection Account and allocate and pay such amount in the following order of priority: (i) to the Reserve Account to repay Reserve Advances; (ii) to pay to the Collateral Agent all fees and expenses due pursuant to Section 7.2 (a) hereof and then to pay the servicing fee due to any successor Servicer; (iii) to the Noteholder, an amount equal to Carrying Costs for the related Collection Period; (iv) to the Noteholder, to pay the Targeted Monthly Principal Payment; (v) to the Surety Bond Provider, the Surety Bond Premium, including any overdue Surety Bond Premium, accrued interest thereon plus any amounts owed under the Surety Bond or the Insurance Agreement; (vi) to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond, plus accrued interest thereon at the rate provided in this Article IVthe Insurance Agreement; (vii) prior to the occurrence of a Termination Event, Grantor shall continue to collectthe Reserve Account, at its own expensethe amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (viii) to the Collateral Agent, FIRST, the amount to be applied by the Collateral Agent to pay any and all Re-Liening Expenses then due and payable which have not been prev▇▇▇▇▇▇ paid by or on behalf of the Debtor, and SECOND, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take Agent pursuant to Section 7.2 (and, at Lender’s direction given b) hereof; (ix) after the occurrence and during of a Termination Event or on any Remittance Date on which the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection product of the Accounts Noteholder's Percentage and such the Borrowing Base is less than or equal to 5.0% of the Facility Limit, the remainder to the Noteholder to reduce the Net Investment; (x) to the Noteholder or any other Collateral; providedappropriate party, howeveran amount equal to any other amounts owed thereto under the Note Purchase Agreement (other than amounts due under the Note, that Lender shall have with the right at any time after exception of costs incurred in the occurrence enforcement of the Note), other amounts due thereto under this Agreement, and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors unreimbursed Carrying Costs with respect to prior Collection Periods; and (xi) all remaining amounts shall be distributed by the Collateral Agent to a bank account designated by the Debtor for further distribution. (b) In the event that, on any Business Day other than a Remittance Date, the Debtor does not have sufficient funds to pay the Interest Component of matured or maturing Related Commercial Paper due and payable on such other Collateral day, the Reserve Account Agent, acting upon written instructions of the assignment Administrative Agent, shall make an advance from the Reserve Account in an amount equal to such costs due and payable on such day (a "RESERVE ADVANCE") and pay to the Company the amount of such Accounts and advance. To the extent that amounts available in the Reserve Account are insufficient to cover such other Collateral to Lender and to direct such account debtors or obligors costs, the Debtor shall be obligated to make a payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have doneCollateral Agent, but unless and until Lender does so or gives Grantor other instructionsfor distribution to the Company, Grantor shall make all collections for Lenderin an amount equal to such remaining shortfall. In addition Amounts required to its rights under the preceding sentence be remitted pursuant to this Section, Lender, at any time after Section 5.1(b) to the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox Company shall be transferred remitted in immediately available funds to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full no later than 12:00 noon, New York City time, on the date due. To the extent that amounts available in the Reserve Account are insufficient to cover such costs and partial payments the Debtor fails to make a payment to the Reserve Account Agent in the amount of such shortfall, the Administrative Agent shall make a demand for payment under the Surety Bond in accordance with its terms. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount available to be withdrawn from Reserve Account pursuant to this Section 5.1(b), provided, that any such demands shall be (i) based on the maturity schedule of Related Commercial Paper and (ii) shall be made not more than four Business Days prior to the scheduled maturity date of the Related Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day following any such demand, the amount of such requested payment. (c) If the Available Collections in respect of a Remittance Date are insufficient to pay the sum of the amounts to be distributed on such Remittance Date pursuant to clauses (ii) through (iv) of Section 5.1(a) and clause (viii) of Section 5.1(a), the Debtor shall notify the Reserve Account Agent of such shortfall and the Reserve Account Agent shall cause the withdrawal of the amount of such shortfall from the Reserve Account, to the extent of amounts on deposit therein, and remit the proceeds of such withdrawal to the Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender Agent and the Collateral Agent shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations items described in clauses (ii), (iii), (iv) and (viii) of Section 5.1(a), on the related Remittance Date and in that order of priority. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount available to be withdrawn from Reserve Account on any Remittance Date pursuant to this Section 5.1(c), provided, that any such demands shall be (i) based on the information contained in the related Monthly Debtor's Certificate and (ii) shall be made not more than four Business Days prior to the scheduled maturity date of the Related Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day following any such demand, the amount of such requested payment. (d) If on any Remittance Date Available Collections and amounts available to be withdrawn from the Reserve Account are insufficient to pay the sum of the amounts to be distributed pursuant to clauses (ii) through (iv) and (viii) of section 5.1 (a), the Administrative Agent shall review the terms of the Surety Bond, and if a demand for payment may be applied in made thereunder for any such order as Lender may elect; providedshortfall, however, that after an Event of Default has occurred and is continuing, Lender the Administrative Agent shall apply all collections make a demand thereunder in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds the terms of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentSurety Bond.

Collections. Except as otherwise provided in this Article IV(a) On or prior to the Closing Date, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral Borrower and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender Servicer shall have established and shall maintain thereafter the right at following system of collecting and processing Collections of Receivables: The Obligors shall be instructed to make payments of Receivables only (i) by check, draft or money order mailed to a LockBox listed on Schedule 8.12 (such payments, upon receipt in such a LockBox, being referred to herein as "MAIL PAYMENTS"), (ii) by wire transfer or ACH to a LockBox Account which is subject to a LockBox Agreement, or (iii) by cash, check, draft or money order delivered to an Originator and deposited to a LockBox or LockBox Account which is subject to a LockBox Account Agreement ) (A) within two (2) Business Days following receipt thereof, if no Termination Event or Significant Event has occurred and is continuing, and (B) immediately following receipt thereof, if any time after Termination Event or Significant Event has occurred and is continuing. (b) On or prior to the occurrence and during the continuance of an Event of DefaultClosing Date, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors Administrator shall have received a LockBox Agreement with respect to such each LockBox Account (other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lenderthan Excluded Deposit Accounts). In addition to its rights under the preceding sentence to this Section, Lender, The Administrator is authorized at any time after the occurrence and during the continuance of a Default or Significant Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly deliver to a lockbox (the “Lockbox”) controlled by LenderCollection Banks the Activation Notices. All payments received in Borrower hereby transfers to the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained Agent for the benefit of Lender the Lender, effective when the Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. (other than the Excluded Deposit Accounts). In addition, after the occurrence and during the continuance of any Significant Event, Servicer agrees that it shall, upon the written request of the Administrator, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by the Administrator and specified in such notice or (ii) any successor Servicer appointed hereunder. (c) Servicer shall remove all Mail Payments, or cause all Mail Payments to be removed, from each LockBox by the close of business on each Business Day and deposited into a LockBox Account which is subject to withdrawal by Lender onlya LockBox Agreement; PROVIDED, HOWEVER, that Servicer shall cause all Mail Payments from a LockBox constituting an Excluded Deposit Account to be deposited into a LockBox Account which is subject to a LockBox Agreement (i) on each Business Day, to the extent that the aggregate amount of Mail Payments from such LockBox exceeds $250,000 at such time, and (ii) on or before the last Business Day of each week, to the extent that the aggregate amount of Mail Payments from such LockBox does not exceed $250,000. Grantor Servicer shall immediately deposit process all such Mail Payments, and all other payments received in any form on the Collateral Account all full and partial payments on any Collateral date received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on recording the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to of the payment received from the Obligor and the applicable account or invoice number. (d) All Collections received by any Originator or Servicer in respect of the Obligations may be applied in such order as Lender may elect; providedReceivables will, howeverpending remittance to Administrator, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held by any Originator or Servicer in trust by Grantor for and as Lender’s propertythe exclusive benefit of Administrator, and shall not be commingled with any other funds of Grantor. Any application or property of any Originator or Servicer. (e) Borrower and Servicer hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections received by them prior to remittance thereof in accordance with this Agreement. (f) In performing its duties and obligations hereunder, Servicer (i) shall not impair the rights of Borrower or Administrator in any Receivable, (ii) shall not amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall not release any goods securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that Servicer shall breach any of its covenants set forth in clause (i), (ii) or (iii) of this Section 11.2.3(f), Servicer shall pay the Unpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, Servicer shall not be deemed to have breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to any Receivable affected by Servicer's noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f). (g) All payments or other amounts collected or received by Servicer in respect of a Receivable shall be applied to the payment Unpaid Balance of any Obligation is conditioned upon final payment of any check or other instrumentsuch Receivable.

Collections. Except as otherwise provided in this Article IV, Grantor Borrower may make collection of all Receivables for DLL unless and until DLL shall continue notify Borrower to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given contrary after the occurrence and during the continuance of an Event of Default. Unless Borrower shall be otherwise directed by DLL in writing, Borrower shall take) such action as Grantor or Lender may deem necessary or advisable at all times direct all Account Debtors to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make remit all payments directly owing to Borrower on its customer Receivables to one or more lockboxes (each, a lockbox (the “Lockbox”) controlled established with a bank or other financial institution selected by LenderBorrower and acceptable to DLL pursuant to an arrangement with such bank or financial institution that is acceptable to DLL. All Each such arrangement regarding each such Lockbox shall provide, inter alia, that all checks and payments received in the into such Lockbox shall be transferred deposited on a daily basis into a related lockbox account or other “blocked account” (as DLL may require) (each, a “Blocked Account”), which such Blocked Account shall be subject to a special tri-party agreement among DLL, Borrower and the applicable bank of other financial institution in form and substance acceptable to DLL which shall provide that DLL shall have exclusive authority and control over such Blocked Account and the funds deposited therein and that said bank or financial institution shall transfer funds deposited in such Blocked Account to DLL on a daily basis, either to any account maintained by DLL at said bank or financial institution or by wire transfer to appropriate account(s) of DLL at another bank or financial institution or otherwise as DLL may direct. In the event Borrower shall nevertheless directly receive any payments owing to Borrower on its customer Receivables, Borrower shall receive all such payments as trustee of DLL pursuant to an express trust hereunder and immediately deliver all payments to DLL in their original form as set forth below, duly endorsed in blank or cause the same to be deposited into the Blocked Accounts, and until such payments and proceeds are so deposited into a Blocked Account, Borrower shall segregate such payments and proceeds from and shall not commingle any such payments and proceeds with or in any of Borrower’s other deposit accounts or funds or monies or other assets. Alternatively, DLL may establish depository accounts in the name of DLL at the bank or other financial institution at which each Lockbox is maintained for the deposit of the checks, payment and other funds received into the Lockbox (the each, a “Collateral Dominion Account”) maintained for the benefit and Borrower shall deposit all proceeds of Lender subject customer Receivables or cause same to withdrawal by Lender onlybe deposited, in kind, in such Dominion Accounts of DLL in lieu of depositing same to Blocked Accounts. Grantor All funds deposited in a Blocked Account or Dominion Account shall immediately deposit become the sole property of DLL and Borrower shall obtain the agreement by each applicable bank or financial institution to waive any offset rights against the funds so deposited. All funds deposited into any Blocked Account or Dominion Account, unless otherwise provided herein, shall be applied in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; providedDLL determines in its Permitted Discretion. DLL assumes no responsibility for any Lockbox, howeverBlocked Account or Dominion Account arrangement, that after an Event including without limitation, any claim of Default has occurred accord and is continuing, Lender shall apply all collections in accordance satisfaction or release with Section 7.7. Until such payments are so delivered respect to Lender, such payments shall be held in trust deposits accepted by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check bank or other instrumentfinancial institution thereunder.

Collections. Except as otherwise provided in this Article IV(a) Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lock Box”) designated by, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor and under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collectionsexclusive control of, Grantor may take (andLender, at Lender. Each Borrower shall establish an account (the “Lock Box Account”) in Lender’s direction given after name with Lender, into which all payments received in the Lock Box shall be deposited, and into which such Borrower will immediately deposit all payments received by such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If a Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of a Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. Each Borrower agrees that all payments made to such Lock Box Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in an interest bearing cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, howeverfurther, that so long as no Event of Default has occurred, the immediately available funds in such cash collateral account may be disbursed, at such Borrower’s discretion, to such Borrower so long as after giving effect to such disbursement, such Borrower’s availability under subsection 2(a) hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. Each Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have the right access to any lock box or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein. (b) Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andLiabilities, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrowers’ Accounts or other Collateralamounts owed to a Borrower by suit or otherwise; (ii) exercise all of such Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to such Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to such Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of such Borrower or other amount owed to such Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign such Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Borrower; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill such Borrower’s obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lendersuch Borrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors at Borrowers’ expense, notify any parties obligated on other Collateral any of the Accounts to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder. (the “Lockbox”c) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within two (the “Collateral Account”2) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (i) checks and (ii) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on or Proceeds against the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Liabilities, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (d) On a monthly basis, Lender shall apply deliver to Borrowers an account statement showing all collections in accordance with Section 7.7. Until such payments are so delivered to LenderLoans, such payments charges and payments, which shall be held deemed final, binding and conclusive upon Borrowers unless a Borrower notifies Lender in trust by Grantor for writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrowers and as Lender’s property, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as (a) Unless otherwise provided agreed, the Parent Servicer shall, on each Settlement Date, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Servicers. The Parent Servicer shall be responsible for the application of all Collections then held by any Servicer in this Article IVaccordance with the preceding sentence on a Dollar Equivalent basis but may accomplish such application itself or jointly with one or more of the other Servicers. (b) In the event that any Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, Grantor such Seller shall continue so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to collectbe remitted, all collections so deposited which are identified, to the Purchaser’s satisfaction, not to be Collections of Transferred Receivables to such Seller. (c) On each Settlement Date, the Purchaser shall pay to the relevant Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its own expenseoption, prepay in whole or in part the principal amount of such Deferred Purchase Price and/or make equity distributions to Bombardier Motor; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Sale Agreement have been paid in full and all amounts due then required to be set aside by the Purchaser or to become due to Grantor the Parent Servicer under the Accounts constituting part Sale Agreement have been so set aside or (ii) excess cash flow from operations of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Purchaser which is not required to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of other obligations of the Obligations may be applied in such order as Lender may electPurchaser; provided, howeverand provided further, that after no such payment shall be made at any time when an Event of Default has Termination shall have occurred and is continuingbe continuing or would result, Lender subject to the following sentence. At such time following the Facility Termination Date when all Capital, Yield and other amounts owed by the Purchaser under the Sale Agreement shall have been paid in full, the Purchaser shall apply all collections in accordance with Collections of Transferred Receivables received by the Purchaser pursuant to Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for 2.03(a) (and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection previously distributed) first to the payment of any Obligation is conditioned upon final payment accrued interest on the Deferred Purchase Price, and then to the reduction of any check or other instrumentthe principal amount of the Deferred Purchase Price, such payments to be made to the Parent for the benefit of each relevant Seller, and/or to make equity distributions to Bombardier Motor.

Collections. Except as otherwise provided in this Article IV, Grantor The Indenture Trustee shall continue review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part Section 9.02 of the Collateral and all other CollateralTrust Agreement. In connection with such collectionsFor any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (vi), Grantor may take (andthe Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, at Lender’s direction given after to the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection extent of the Accounts Available Spread Amount, an amount equal to such deficiency and promptly deposit such other Collateral; providedamount in the Collection Account. If such deficiency exceeds the Available Spread Amount, however, that Lender the Indenture Trustee shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in any Accounts or obligors event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to such other Collateral the Policy. The Insurer is required pursuant to Section 10.03 and the terms of the assignment Policy to pay the amount of such Accounts excess deficiency of Monthly Interest and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andMonthly Principal, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and up to the same extent as Grantor might have donePolicy Amount. The Indenture Trustee shall, but unless and until Lender does so or gives Grantor other instructionsimmediately upon receipt, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral funds received by Grantor the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Payment Date are insufficient to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections pay current and past due Insurance Premiums on the Collateral delivered Policy, or any amounts owing to it or deposited the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Indenture Trustee of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Collateral Spread Account as provided (after giving effect to any withdrawal to satisfy a deficiency in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Monthly Interest or Monthly Principal) shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection available to the payment of any Obligation is conditioned upon final payment of any check or other instrumentcover such deficiency.

Collections. Except a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this Article IV, Grantor shall continue to collect, at its own expense, all amounts due does not occur or to become due to Grantor under the Accounts constituting part Lockbox is not operational within forty-five (45) days of the Effective Date. b) Collections deposited into the Collateral and all other Collateral. In connection with such collectionsAccount shall be deposited into Borrower’s Account, Grantor may take (and, at Lender’s direction given after provided that upon the occurrence and during the continuance of an Event of DefaultDefault or if RML is less than three (3), shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied Collections to the payment of the outstanding Account Balance and the other Obligations may be applied in such order and manner as Lender may electdetermine; providedin either such case, howeverwithin three (3) Business Days of the date received. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, that after an Event any amount previously transferred to Borrower’s Account or applied to the Account Balance shall be reversed as of Default has occurred and is continuingthe date transferred or applied, as applicable, and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall apply all collections in accordance have, with Section 7.7. Until such payments are so delivered respect to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection goods related to the payment Receivables, all the rights and remedies of any Obligation is conditioned upon final payment an unpaid seller under the Code and other applicable law, including the rights of any check or other instrumentreplevin, claim and delivery, reclamation and stoppage in transit.

Collections. Except (a) Each Brooke Party shall, to the extent such Borrower has the right or obligation to do so pursuant to the Transaction Documents: (i) instruct (A) each Brooke Insurance Agent to deposit all Collections received by it to the related Receipts Trust Account and (B) each Funeral Home to deposit all Collections received by it to its designated operating account; (ii) cause all Collections deposited in each Receipts Trust Account to be remitted to the Consolidation Receipts Trust Account within one Business Day after such deposit; (iii) cause all Collections deposited in the Consolidation Receipts Trust Account to be remitted to the Master Receipts Trust Account within two Business Days after such deposit; (iv) cause all Collections deposited in the Master Receipts Trust Account to be remitted to the Collection Account within two Business Days after such deposit pursuant to, and in accordance with, the Master Agent Security Agreement; (v) cause each Receipts Trust Account to be maintained solely in the name of Master Agent; and (vi) cause the Master Receipts Trust Account and the Consolidation Receipts Trust Account to be subject at all times to a Trust Account Control Agreement. (b) If any Collections with respect to the Loans are received by any Brooke Party or any of their respective Affiliates, then at all times prior to remittance thereof to the appropriate Trust Account or the Collection Account, as otherwise provided the case may be, such Brooke Party or such Affiliate shall hold such Collections in this Article IVtrust, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under for the Accounts constituting part exclusive benefit of the Lender on behalf of the Secured Parties. (c) The Subservicer and the Master Agent Servicer each agrees that it will use its best efforts (and will cause each of its Affiliates to use their best efforts) not to permit any check or other funds to be deposited into any Trust Account or the Collection Account other than: (i) Collections on the Collateral; and (ii) collections on other loans remitted to a Trust Account, but only to the extent such collections are subject to a Trust Account Intercreditor Agreement. To the extent any such “Other Receipts” or other funds that are not Collections are deposited into any Trust Account, the Master Agent Servicer shall promptly (and in any event within two Business Days) identify such funds and cause such funds to be segregated from the Collections on the Collateral in accordance with the Master Agent Security Agreement. To the extent any funds other than Collections are deposited into the Collection Account, the Subservicer shall promptly (and all other Collateralin any event within two Business Days) identify such funds and notify BWF, the Servicer, the Collection Account Bank and the Lender of the same and the Servicer shall direct the Collection Account Bank to remit such funds the Person entitled thereto. In connection with such collections, Grantor The Lender may take (and, at Lender’s direction given after any time following the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such Default (other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after than an Event of Default that has occurred been waived in writing by the Lender) request each Brooke Party to, and is continuingeach Brooke Party thereupon promptly shall, direct all Obligors to remit all payments with respect to Loans with respect thereto to a new depository account or lock-box specified by the Lender (which new account shall, if so directed by the Lender, be established in the Lender’s own name). (d) No Brooke Party will add or terminate any Trust Account relating to the Loans from those listed in Schedule I, or make any change in its instructions to Obligors or insurance companies regarding payments to be made to any Brooke Party or payments to be made to any Trust Account, unless (i) the Lender shall apply all collections in accordance have received written notice of such addition, termination or change together with Section 7.7. Until such payments are so delivered an amended Schedule I and (ii) with respect to Lenderany change relating to the Consolidation Receipts Trust Account or the Master Receipts Trust Account, such payments change shall be held have been approved in trust writing by Grantor for and as the Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except Such Seller Party shall direct each applicable Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Servicer for the benefit of the Purchaser. Immediately upon receipt by any Torchmark Entity of any premium payable by or on behalf of the Policy Holder or any other Person in respect of the Insurance Product that shall have given rise to any Receivable, such Torchmark Entity shall be required to remit to the Servicer an amount calculated in reference thereto that, in the ordinary course of business and in accordance with its customary practice, is then payable as otherwise provided a commission in respect of such Insurance Product to the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) directly to the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the Purchaser. Seller shall maintain exclusive ownership, dominion and control (subject to the terms of this Article IVAgreement) of each deposit account in which any Collections are held and shall not grant the right to take dominion and control of any such account except to the Purchaser on the demand of the Purchaser. At any time following the occurrence of an Amortization Event, Grantor shall continue to collectthe Purchaser may, at its own Seller’s sole cost and expense, all amounts due direct Seller to notify, or to become due cause AIL to Grantor under notify, the Accounts constituting part Obligors (including Obligors that are guarantors) of Receivables and all Policy Holders owing premiums in respect of which any Receivables shall have arisen of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection ownership interests of the Accounts Purchaser under this Agreement and such other Collateral; provided, however, may also direct that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment payments of all amounts due or to that become due to Grantor thereunder under any or all Receivables or Related Security be made directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts Purchaser (or other Collateral, and to adjust, settle its respective designee) or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (or collection account designated by the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentPurchaser.

Collections. Except as otherwise provided in this Article IV, Grantor (a) Each Borrower shall continue to collect, at direct all of its own expense, all amounts due or to become Account Debtors that remit payment on the Accounts due to Grantor under such Borrower by electronic funds transfer to remit such amounts directly to a deposit account in Lender's name which shall be established by such Borrower at LaSalle Bank or at another financial institution acceptable to Lender (each a "BLOCKED ACCOUNT"). The financial institution with which such Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to the disposition of funds in the Blocked Account without further consent of such Borrower, that such financial institution has no right of setoff against the Blocked Account or against any account maintained by such financial institution into which any amounts are remitted by Account Debtors of such Borrower, and that the financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited into the Blocked Account on a daily basis as such funds are collected. Each Borrower agrees that all payments made to the Blocked Account of such Borrower or otherwise received by Lender, whether in respect of the Accounts constituting part or as Proceeds of other Collateral or otherwise, will be applied on account of the Collateral Liabilities then due and all other Collateral. In connection payable in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in an interest bearing cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such collections, Grantor may take LIBOR Rate Loan and (and, at Lender’s direction given after ii) the occurrence and during the continuance of an Event of Default. The Borrowers jointly and severally agree to pay all fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses, if not paid by the Borrowers, may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall takebe payable to Lender by the Borrowers jointly and severally upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such action as Grantor or Lender may deem necessary or advisable Borrower's true and lawful attorney and agent-in-fact. (b) Upon the occurrence of a Triggering Event, each Borrower shall be required to enforce collection direct all of its Account Debtors to remit all payments on the Accounts due to such Borrower, other than payments by electronic funds transfer, directly to a post office box (a "LOCK BOX") designated by, and under the exclusive control of Lender at the financial institution where the Blocked Account has been established for such other Collateral; provided, however, that Lender shall have Borrower. All payments received into the right at any time Lock Box will be deposited into such Blocked Account. At all times after the occurrence and during the continuance of an Event a Triggering Event, if a Borrower, Parent, any Affiliate or Subsidiary of DefaultParent or a Borrower, without giving written notice to Grantor of Lender’s intention to do soany shareholder, to notify the account debtors under any Accounts officer, director, employee or obligors with respect to such other Collateral agent of the assignment Parent or such Borrower or Affiliate or Subsidiary of Parent or such Accounts and Borrower or any other Person acting for or in concert with such Borrower shall receive monies, checks, notes, drafts or other Collateral payments relating to Lender and to direct such account debtors or obligors to make payment as Proceeds of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, such Borrower and to adjusteach such Person shall receive all such items in trust for, settle or compromise and as the amount or payment thereof in sole and exclusive property of, such Lender and, immediately upon receipt thereof, shall remit the same manner and (or cause the same to be remitted) in kind to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make Blocked Account of such Borrower. At all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time times after the occurrence and during the continuance of a Default Triggering Event, all checks, drafts, instruments and other items of payment or Event Proceeds of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (endorsed by the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit Borrower in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered receipt thereof to Lender, and, if that endorsement of any such payments shall be held in trust by Grantor for and as Lender’s property, and item shall not be commingled with made for any funds reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower's behalf. For the purpose of Grantor. Any application this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all persons designated by Lender for that purpose) as such Borrower's true and lawful attorney and agent-in-fact (i) to endorse such Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any collection item of payment or Proceeds thereof and (iii) to the payment have access to any lock box or postal box into which any of any Obligation such Borrower's mail is conditioned upon final payment of any check or other instrumentdeposited, and open and process all mail addressed to such Borrower and deposited therein.

Collections. Except (a) On each Remittance Date, the Collateral Agent shall determine by reference to the Monthly Debtor’s Certificate the Available Collections for the prior Collection Period and shall withdraw such amount from the Collection Account and allocate and pay such amount in the following order of priority: (i) first, to pay to the Collateral Agent all fees and expenses due pursuant to Section 7.2 (a) hereof, second, to the Servicer the Servicing Fee due with respect to the related Collection Period and an amount equal to the amount of expenses due to be reimbursed pursuant to this Section 5.1(a)(i) to the Servicer as otherwise provided in this Article IVSection 2.11(b) of the Servicing Agreement, Grantor shall continue and third to collectthe successor Servicer an amount not in excess of $50,000 in payment of any transition expenses of such successor Servicer under the Servicing Agreement due to be reimbursed by the Debtor; (ii) second, an amount equal to Carrying Costs for the related Collection Period, the portion thereof to each Person entitled to receive such portion pursuant to the definition of Carrying Costs; (iii) third, to the Noteholder, to pay the Targeted Monthly Principal Payment; (iv) fourth, to the Surety Bond Provider, the Surety Bond Premium, including any overdue Surety Bond Premium, accrued interest thereon plus any amounts owed under the Surety Bond or the Insurance Agreement; (v) fifth, to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond, plus accrued interest thereon at its own expensethe rate provided in the Insurance Agreement; (vi) sixth, to the Noteholder, an amount equal to the Accrued Interest for such Collection Period in excess of the Enhanced Yield for such Collection Period; (vii) seventh, prior to the occurrence of a Termination Event, to the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (viii) eighth, to the Collateral Agent, first, the amount to be applied by the Collateral Agent to pay any and all Re-▇▇▇▇▇▇▇ Expenses then due and payable which have not been previously paid by or on behalf of the Debtor, and second, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collectionsAgent pursuant to Section 7.2(b) hereof; (ix) ninth, Grantor may take (and, at Lender’s direction given after the occurrence and during of a Termination Event or on any Remittance Date on which the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection product of the Accounts Noteholder’s Percentage and such other Collateral; providedthe Borrowing Base is less than or equal to 5.0% of the Facility Limit, however, that Lender shall have the right at any time after remainder to the occurrence and during Noteholder to reduce the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do soNet Investment; (x) tenth, to notify the account debtors Noteholder or any other appropriate party, an amount equal to any other amounts owed thereto under any Accounts or obligors the Note Purchase Agreement (other than amounts due under the Note, with the exception of costs incurred in the enforcement of the Note), other amounts due thereto under this Agreement, and unreimbursed Carrying Costs with respect to such other Collateral prior Collection Periods; and (xi) eleventh, first, to the Servicer for the payment of the assignment of such Accounts Incentive Servicing Fee due with respect to the related Collection Period, and such other Collateral second, to Lender and to direct such account debtors or obligors to make the Servicer in payment of all amounts due or to become expenses of the Servicer under the Servicing Agreement due to Grantor thereunder directly to Lender andbe reimbursed by the Debtor and not paid on such Remittance Date as a result of the limitation set forth in clause second of Section 5.1(a)(i), upon such notification and at the expense of Grantorthird, to enforce collection the successor Servicer all expenses of any such Accounts or other Collateralthe successor Servicer due to be reimbursed and not paid under clause third of Section 5.1(a)(i), and fourth, all remaining amounts shall be distributed by the Collateral Agent to adjusta bank account designated by the Debtor for further distribution. (b) If the Available Collections in respect of a Remittance Date are insufficient to pay the sum of the amounts to be distributed on such Remittance Date pursuant to clauses (i) through (iii) of Section 5.1(a) and clause (viii) of Section 5.1(a), settle or compromise the Debtor shall notify the Reserve Account Agent of such shortfall and the Reserve Account Agent shall cause the withdrawal of the amount or payment thereof in of such shortfall from the same manner and Reserve Account, to the same extent as Grantor might have doneof amounts on deposit therein, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition remit the proceeds of such withdrawal to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full Agent and partial payments on any the Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender Agent shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations items described in clauses (i), (ii), (iii) and (viii) of Section 5.1(a), on the related Remittance Date and in that order of priority. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount available to be withdrawn from Reserve Account on any Remittance Date pursuant to this Section 5.1(b), provided, that any such demands shall be (i) based on the information contained in the related Monthly Debtor’s Certificate and (ii) shall be made not more than four Business Days prior to the scheduled maturity date of the Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day following any such demand, the amount of such requested payment. (c) If on any Remittance Date Available Collections and amounts available to be withdrawn from the Reserve Account are insufficient to pay the sum of the amounts to be distributed pursuant to clauses (i), (ii), (iii) and (viii) of Section 5.1(a), the Administrative Agent shall review the terms of the Surety Bond, and if a demand for payment may be applied in made thereunder for any such order as Lender may elect; providedshortfall, however, that after an Event of Default has occurred and is continuing, Lender the Administrative Agent shall apply all collections make a demand thereunder in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds the terms of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentSurety Bond.

Collections. Except as otherwise provided (a) Each Grantor agrees promptly to notify and direct each Account Debtor and every other Person obligated to make payments with respect to the Accounts Receivable or Inventory to make all such payments directly to a Collection Deposit Account or the applicable Cash Concentration Account (subject to the proviso in this Article IV, the following sentence). Each Grantor shall continue use all reasonable efforts to collect, at its own expense, cause each Account Debtor and every other Person identified in the preceding sentence to make all amounts due or payments with respect to become due to Grantor under the Accounts constituting part Receivable or Inventory either directly to a Collection Deposit Account or a Cash Concentration Account; provided that Credit Card Payments shall be made directly to the Cash Concentration Account. (b) In the event that a Grantor (other than Pliant Packaging of Canada, LLC) directly receives any Daily Receipts, notwithstanding the arrangements for payment directly into the Collection Deposit Accounts pursuant to Section 5.02, such remittances shall be held for the benefit of the Collateral Agent and the Secured Parties and shall be segregated from other funds of such Grantor, subject to the Security Interest granted hereby, and such Grantor shall cause such remittances and payments to be deposited into a Collection Deposit Account or a Cash Concentration Account, as applicable, as soon as practicable after such Grantor's receipt thereof. (c) Without the prior written consent of the Collateral Agent, no Grantor shall, under any circumstances whatsoever, change the general instructions given to Account Debtors and other Persons obligated to make payments with respect to the Accounts Receivable or Inventory regarding the deposit of payments with respect to the Accounts Receivable or Inventory in a Collection Deposit Account or a Cash Concentration Account, as applicable. Each Grantor shall, and the Collateral Agent hereby authorizes each Grantor to, enforce and collect all amounts owing with respect to the Accounts Receivable or Inventory for the benefit and on behalf of the Collateral Agent and the other Collateral. In connection with Secured Parties; provided, however, that such collections, Grantor privilege may take (and, at Lender’s direction given after the option of the Collateral Agent be terminated upon the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided Each Brooke Party shall, to the extent such Brooke Party has the right or obligation to do so pursuant to the Related Documents (i) instruct all Obligors and all applicable insurance companies to make all payments in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part respect of the Collateral Loans (including any Sales Commissions or other collateral securing any such Loan) (A) directly to the Master Receipts Trust Account or the Collection Account (if possible) or (B) if direct remittance to the Master Receipts Trust Account or the Collection Account is not possible, to a Receipts Trust Account, (ii) cause all Collections remitted to each Receipts Trust Account to be deposited to the Consolidated Receipts Trust Account within one Business Day of receipt, (iii) cause all Collections remitted to the Consolidated Receipts Trust Account to be remitted to the Master Receipts Trust Account within two Business Days of receipt, (iv) cause all Collections remitted to the Master Receipts Trust Account and the Allstate Receipts Trust Account to be remitted to the Collection Account as and when required pursuant to, and in accordance with, the Master Agent Security Agreement, (v) cause each Receipts Trust Account to be maintained solely in the name of the Master Agent and (vi) cause the Master Receipts Trust Account, the Allstate Receipts Trust Account and the Consolidated Receipts Trust Account to be subject at all times to a Trust Account Control Agreement; provided that, (i) with respect to each Allstate Loan, each Brooke Party shall instruct (or cause the applicable Obligor to instruct) Allstate Insurance Company and all other Collateralapplicable insurance companies (as applicable) to make all payments in respect of the collateral securing the applicable Loan (including any Sales Commissions) directly to (x) the Allstate Receipts Trust Account in the amount of the related monthly loan payment or (y) a deposit account of the related Allstate Agent that is subject to a duly executed depository account agreement in substantially the form attached as Exhibit E-9 and a duly executed authorization for pre-authorized collection in substantially the form attached as Exhibit E-10 and cause all payments in respect of such Allstate Loan (including payments made by withdrawing funds from the deposit account referred to above) to be made directly to the Collection Account; and (ii) with respect to each Funeral Home Loan, each Brooke Party shall cause the applicable Obligor to duly execute an authorization for preauthorized collection in substantially the form attached as Exhibit E-17 and cause all payments in respect of such Funeral Home Loan to be made directly to the Collection Account. In connection with If any Collections are received by any Brooke Party or any of their respective Affiliates, the Subservicer shall cause such collectionsCollections to be remitted directly to the Collection Account not later than two Business Days immediately following the date of such Brooke Party’s or such Affiliate’s receipt of same, Grantor may take (and, at Lender’s direction given after all times prior to such remittance, such Brooke Party or such Affiliate shall hold such Collections in trust, for the exclusive benefit of the Agent on behalf of the Secured Parties. The Subservicer agrees that it will use its best efforts (and will cause each of its Affiliates to use their best efforts) not to permit any check or other funds to be deposited into any Trust Account or the Collection Account other than (i) Collections on the Collateral, (ii) collections on other loans remitted to a Trust Account, but only to the extent such collections are subject to the Trust Account Intercreditor Agreement and (iii) “Other Receipts” remitted to a Receipts Trust Account (as such term is defined in the related Receipts Trust Agreement). To the extent any such “Other Receipts” or other funds that are not Collections are deposited into any Trust Account, the Subservicer shall promptly (and in any event within two Business Days) identify such funds and cause such funds to be segregated from the Collections on the Collateral in accordance with the Master Agent Security Agreement and the other Related Documents. To the extent any funds other than Collections are deposited into the Collection Account, the Subservicer shall promptly (and in any event within two Business Days) identify such funds and notify the Agent of the same and direct the Agent to remit such funds the Person entitled thereto. The Agent may at any time following the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such Default (other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after than an Event of Default that has occurred and is continuing, Lender shall apply all collections been waived in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust writing by Grantor for and as Lender’s propertythe Agent) request each Brooke Party to, and shall not each Brooke Party thereupon promptly shall, direct all Obligors to remit all payments with respect to Loans and Other Conveyed Property with respect thereto to a new depository account or lock-box specified by the Agent (which new account shall, if so directed by the Agent, be commingled with any funds of Grantor. Any application of any collection to established in the payment of any Obligation is conditioned upon final payment of any check or other instrumentAgent’s own name).

Collections. Except as Unless otherwise provided in this Article IVdirected by DFS, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce expedite collection of Accounts for the Accounts and such other Collateral; providedbenefit of DFS, however, that Lender Borrower shall have the right at any time after the occurrence and during the continuance notify all of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors its Account Debtors to make payment of the Accounts to one or more lock- boxes under the sole control of DFS. The lock-box, and all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at accounts into which the expense of Grantor, to enforce collection proceeds of any such Accounts lock-box(es) are deposited, shall be established at banks selected by the Borrower and satisfactory to DFS in its sole discretion. Borrower shall issue to any such banks an irrevocable letter of instruction, in form and substance acceptable to DFS, directing such banks to deposit all payments or other remittances received in the lock-box to such account or accounts as DFS shall direct, for application against the outstanding balance of the Obligations. All funds deposited in the lock-box or any such account immediately shall become the property of DFS, and any disbursements of the proceeds in the lock-box or any such account will only be made to DFS. Borrower shall obtain the agreement of such banks to waive any offset rights against the funds so deposited. DFS assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Borrower receives in payment of any Accounts, and the proceeds of any of the other Collateral, shall be: (i) kept separate and apart from Borrower's own funds so that they are capable of identification as DFS' property; (ii) held by Borrower as trustee of an express trust for DFS' benefit; and (iii) shall be immediately deposited in such accounts designated by DFS. All proceeds received or collected by DFS with respect to adjustAccounts, settle or compromise the amount or payment thereof and reserves and other property of Borrower in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, possession of DFS at any time after or times hereafter, may be held by DFS without interest to Borrower until all Obligations are paid in full or applied by DFS on account of the Obligations. DFS may release to Borrower such portions of such reserves and proceeds as DFS may determine. Upon the occurrence and during the continuance of a Default or Event of Default, DFS may require notify the Account Debtors that Grantor instruct all current the Accounts have been assigned to DFS, collect the Accounts directly in its own name and future account debtors charge the collection costs and obligors on other Collateral expenses, including attorneys' fees, to make all payments directly Borrower. DFS has no duty to a lockbox (protect, insure, collect or realize upon the “Lockbox”) controlled by Lender. All payments received Accounts to preserve rights in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentthem.

Collections. Except Each Borrower will notify all of its customers and Account Debtors, which pay their Accounts (i) by electronic funds transfer, to forward all Remittances directly by wire transfer or automated clearinghouse funds transfer (“ACH”), (x) with regards to Government Receivables, to a Government Receivables Lockbox Account, (y) with respect to Non-Government Receivables or Private Pay Receivables, into a Collection Account (other than any Government Receivables Lockbox Account), and (ii) in paper form, to forward all Remittances by check directly into (A) with regards to Government Receivables, a Government Receivables Lockbox in the name of the applicable Borrower to whom such Government Receivables relate, (B) with respect to Non-Government Receivables, a Non-Government Receivables Lockbox in the name of the applicable Borrower to whom such Non-Government Receivables relate, or (C) with respect to Private Pay Receivables, a Private Pay Receivables Lockbox in the name of the applicable Borrower to whom such Private Pay Receivables relate (in each case such notices to be in such form and substance as otherwise Agent may require in its reasonable discretion from time to time). For all of any Borrower’s customers and Account Debtors that (notwithstanding the foregoing notification) forward their Remittances in paper form to such Borrower, such Borrower shall utilize the Agent’s electronic deposit and cash management system (i.e., remote capture) to deposit such Remittances directly into (i) with regards to Government Receivables, to the applicable Government Receivables Lockbox Account, (ii) with respect to Non-Government Receivables or Private Pay Receivables, into a Collection Account (other than any Government Receivables Lockbox Account). If any Borrower should neglect or refuse to notify any customer or Account Debtor to pay any Remittance to such Collection Accounts, the Agent will be entitled to make such notification. Any Remittance or other Proceeds of Accounts or other Collateral received by any Borrower shall be deemed held by such Borrower in trust for the Agent, and such Borrower immediately shall utilize the remote capture system as provided above or deliver the same, in its original form, to the Agent by overnight delivery for deposit into the applicable Collection Account. Pending such deposit whether via remote capture or overnight delivery, no Borrower will commingle any such Remittance or other Proceeds of Accounts or other Collateral with any of its other funds or property, but such Borrower will hold it separate and apart therefrom in trust for the Agent until delivery is made as described above. All deposits to the Collection Accounts will be applied against the Obligations as provided in this Article IVSection 2.15, Grantor except to the extent a different application is required pursuant to the provisions of Section 2.9. Subject to Section 10.25 of this Agreement, the Agent shall continue have sole access to collectthe Collection Accounts. Each Business Day, at its own expensethe Agent, all amounts due or to become due to Grantor under the Accounts constituting part (i) in respect of each of the Collateral and all Government Receivables Lockbox Accounts, will, among other Collateral. In connection things, in accordance with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection sweep instructions of the applicable Borrower (and each Borrower hereby expressly instructs the Agent to), transfer all collected and available funds in any Government Receivables Lockbox Account pursuant to the Agent’s automated sweep program, automatically and without notice, request or demand by any Borrower for application against the unpaid principal balance of (in the order determined by Agent) the Revolving Loans, Swing Loans and Reimbursement Obligations, and (ii) in accordance with the Agent’s policies and procedures, will transfer all collected and available funds in the Collection Accounts (other than any Government Receivables Lockbox Account) pursuant to the Agent’s automated sweep program, automatically and without notice, request or demand by any Borrower for application against the unpaid principal balance of (in the order determined by Agent) the Revolving Loans, Swing Loans and Reimbursement Obligations. Each Borrower hereby agrees that it will not change any sweep instructions, including, without limitation, the foregoing sweep instructions or any sweep instructions set forth in any Government Receivables Lockbox Account Agreement, without the prior written consent of the Agent. If, after such application by the Agent, there remains excess available funds in the Collection Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred is not then existing, then the Agent will deposit such excess funds into the Funding Account. Pursuant to such automatic sweep program of the Agent, the Agent will make Swing Loans or Revolving Loans as described in Section 2.11 to cover presentments to the controlled disbursement account(s) maintained by Borrowers with Agent (individually and collectively, the “Controlled Disbursement Account”). Until a payment is continuingreceived by the Agent for the Agent’s account in finally collected funds, Lender all risks associated with such payment will be borne solely by Borrowers. If any Remittance deposited in any Collection Account is dishonored or returned unpaid for any reason, the Agent, in its discretion, may charge the amount of such dishonored or returned Remittance directly against any Borrower and any account maintained by any Borrower with the Agent, and such amount shall apply be deemed part of the Obligations. For the purposes of calculating interest and fees, determining Revolving Loan Availability, all collections Remittances and other Proceeds of Accounts and other Collateral deposited into any Collection Account shall be credited (conditional on final collection) against the Obligations as set forth in this Section 2.15 as funds become collected and available in accordance with Section 7.7. Until such payments are so delivered Agent’s designated funds availability policies from time to Lendertime in effect, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds described in Section 2.5(f) hereof as of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentSecond Restatement Closing Date.

Collections. Except as otherwise provided in this Article IV(a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) promptly notify, Grantor shall transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) continue to collectbe party to a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as the remit to and payment address for all of Borrower’s Collections from Account Debtors, at its own expenseand Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. (b) Lender shall transfer all amounts due or Collections deposited into the Collection Account to become due to Grantor under the Accounts constituting part ▇▇▇▇▇▇▇▇’s account within three business days of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender transit, in each case, subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentapplicable law.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue Borrower will notify all of its Customers to collect, at its own expense, forward all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and payments to the same extent as Grantor might have donelock box address indicated in Exhibit B, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox paragraph 24 (the “LockboxLock Box”). In the event that any payments from Customers come into Borrower’s possession, Borrower will hold the same in trust and safekeeping, and immediately deposit into the Lock Box the identical check or other form of payment received by Borrower, properly endorsed, including electronic or wire transfers. Should Borrower come into possession of a check or other form of payment, which constitutes payment of either Acceptable Accounts and/or Ineligible Accounts, Borrower shall immediately remit such payment(s) controlled to the Lock Box. In the event that the Borrower fails to comply with the provisions of this Section 40, in addition to all other remedies of TEMPFUNDS hereunder, Borrower shall pay a Misdirection Fee equal to 2.5% of the amount of the funds which Borrower deposits in any bank account other than bank accounts as directed by Lender. All payments received TEMPFUNDS under this Agreement or in the Lockbox shall be transferred Lock Box, or are otherwise not remitted to a special bank account TEMPFUNDS as required herein (the “Collateral AccountMisdirected Funds”) maintained for ). Nothing provided herein shall in any manner authorize the benefit of Lender subject Borrower to withdrawal misdirect funds as prohibited by Lender onlythe Agreement. Grantor shall immediately deposit Notwithstanding the foregoing, in the Collateral Account all full event that collections of Customers are remitted to the account or lock box controlled by ComVest (the “ComVest Collections”), and partial so long as ComVest remits such payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account TEMPFUNDS as provided in the Collateral Account Agreement payoff letter between ComVest and any TEMPFUNDS, no Misdirection Fee shall be assessed in connection with such amount ComVest Collections. Any wire transfer of funds, check, or other item of payment received by TEMPFUNDS shall be credited to Borrower when applied by TEMPFUNDS and will be applied to the payment of the Obligations may be applied in such order as Lender may elect; providedconditionally reduce Borrower’s Obligations, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and but shall not be commingled with any funds considered a payment on account unless and until such check or other method or item of Grantorpayment is honored when presented for payment. Any application of any collection to the payment of any Obligation is conditioned upon final payment The receipt of any check or other instrumentor method item of payment deposited into the Lock Box shall be deemed to have been paid to TEMPFUNDS at the expiration of the Collection Day Period (as defined in Exhibit B, paragraph 25) after the date TEMPFUNDS actually receives possession of such check or other method or item of payment into the Wire Account referred to in Exhibit B, paragraph 26. Absent legal process to the contrary and provided that the outstanding indebtedness due TEMPFUNDS does not exceed the availability hereunder and so long as there is not a Default hereunder, then; (i) amounts collected and applied to Accounts in excess of outstanding obligations due TEMPFUNDS will be credited, without interest, to Borrower, (ii) payment of Accounts not assigned to TEMPFUNDS or against Ineligible Accounts will be credited, without interest, to Borrower, and (iii) the amounts credited to Borrower under (i) and (ii) will be available to Borrower.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at LenderCollateral Agent’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender Collateral Agent may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Defaulttime, without giving written notice to Grantor of LenderCollateral Agent’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender Collateral Agent does so or gives Grantor other instructions, Grantor shall make all collections for LenderCollateral Agent. In addition to its rights under the preceding sentence to this Section, LenderCollateral Agent, at any time after the occurrence and during the continuance of a Default or an Event of Default, Default may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by LenderCollateral Agent. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained at the Depository Bank for the benefit of Lender Collateral Agent subject to withdrawal by Lender Collateral Agent only. After the earliest to occur of an Event of Default, Collateral Agent’s exercise of its right to direct account debtors or other obligors on any Collateral to make payments directly to Collateral Agent or to require Grantor to establish a Lockbox, Grantor shall immediately deposit in the Collateral Account deliver all full and partial payments on any Collateral received by Grantor to Lender Collateral Agent in their original form, except for endorsements where necessary. Lender shall apply all Collateral Agent, at its sole discretion, may hold any collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any cash collateral or may apply such amount applied collections to the payment of the Obligations may be applied in such order as Lender Collateral Agent may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender Collateral Agent shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to LenderCollateral Agent, such payments shall be held in trust by Grantor for and as LenderCollateral Agent’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except (a) At any time while an Event of Default shall occur and be continuing, the Borrowers shall notify and direct all account debtors promptly following written request by the Lender to make all payments on or in respect of Accounts and/or the sale or lease of Inventory (other than electronic funds transfers) directly to an account in the name of the Borrowers to be maintained at the Lender (the “Collection Account”). So long as otherwise provided in this Article IVno Event of Default has occurred, Grantor shall the Borrowers may continue to collectpermit electronic payments to be made to the Borrowers’ operating accounts (collectively, at its own expensethe “Operating Accounts”). (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the Borrowers to receive electronic payments into the Operating Accounts, whereupon all account debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrowers to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrowers’ access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrowers and drawn upon the Collection Account, all amounts due or to become due to Grantor under without any liability whatsoever on the Accounts constituting part of the Collateral Lender to the Borrowers or to any other person for having done so, (ii) any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory received by the Borrowers and all other Collateral. In connection with such collectionsheld in trust for the Lender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in precisely the form received, Grantor may take (and, at Lender’s direction given after except for the occurrence and during addition thereto of the continuance endorsement of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce the Borrowers where required for collection of any such checks, drafts or other remittances which endorsement the Accounts Borrowers agree to make and with respect to such checks, drafts and other Collateral; providedremittances the Borrowers waives notice of presentment, however, that protest and non-payment and (iii) the Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice from time to Grantor of Lender’s intention time to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof apply funds held by it in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of all or any part of the Obligations may be applied Obligations, whether matured or unmatured, in such order and manner as the Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections determine in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentits sole discretion.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Each Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections such Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is required by Lender and operational, and (iii) upon Lender’s request, immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. If the Lockbox is required by Lender, each Borrower shall use the Lockbox address as otherwise provided in the remit to and payment address for all of such Borrower’s Collections from Account Debtors, and each Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this Article IV, Grantor shall continue to collect, at its own expense, all amounts due does not occur or to become due to Grantor under the Accounts constituting part Lockbox is not operational within 45 days of the Collateral and all other Collateral. In connection with such collections, Grantor may take date the Lockbox is requested by Lender. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to such Borrower’s Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to such Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part (a) As of the Collateral Initial Closing Date, the Servicer shall have established Lockbox Accounts with Lockbox Banks, engaged Lockbox Processors, opened Collection P.O. Boxes, and all other Collateral. In connection with such collectionsestablished Eligible Segregated Accounts, Grantor may take in each case listed on Schedule 1 hereto and meeting the requirements of clause (andb) below, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable which are sufficient to enforce allow collection of the Accounts Receivables in accordance with the Pooling and Servicing Agreements. The Sub-Servicers, or the Servicer on their behalf, shall instruct at all times all Obligors to make all payments in respect of the Receivables to a Lockbox, a Lockbox Account, a Collection P.O. Box, an Eligible Segregated Account or the Collection Account; PROVIDED that to the extent that any Servicing Party in the normal course of its business and consistent with past practices has permitted such Obligors to remit payments to a Collector such Obligors may be instructed to continue to remit payments to a Collector, subject in all cases to the provisions of this Section 2.3. Each Servicing Party is hereby authorized to collect payments in accordance with the foregoing sentence. With respect to any payments in respect of the Receivables that are made directly to any Servicing Party (including, without limitation, to any Collection P.O. Box, or any employees of such Servicing Party or independent contractors employed thereby other than a Collector), such Servicing Party shall, within one Business Day of receipt thereof, deposit such amounts (in the form received) to a Lockbox Account, or an Eligible Segregated Account and, prior to forwarding such amounts, such Servicing Party shall hold such payments in trust as custodian for the Trustee. Any payments collected by a Collector shall be deposited (in the form received) by a Collector, into a Lockbox Account or an Eligible Segregated Account within one Business Day following receipt thereof; PROVIDED, that on any Business Day all Collectors may hold in the aggregate up to $150,000 provided that in all events such payments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited by the applicable Lockbox Processor in a Lockbox Account. All immediately available funds on deposit in a Lockbox Account shall be transferred by the relevant Lockbox Bank to the Collection Account within one Business Day of such funds becoming immediately available. All immediately available funds on deposit in an Eligible Segregated Account shall be transferred by the Eligible Segregated Account Bank to the Collection Account within one Business Day of such funds becoming immediately available. Each of the Company and each Servicing Party represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms hereof and the other Pooling and Servicing Agreements, the Lockbox Agreements and the Eligible Segregated Account Agreements. (i) No Person shall act as a Lockbox Bank or a Lockbox Processor unless it has entered into a Lockbox Agreement with the Company and, in the case of a Lockbox Bank, unless the unsecured and uncollateralized obligations of such Person (or its holding company parent) are rated in one of the three highest long-term or short-term rating categories by each Rating Agency rating such Person and, in the case of a Lockbox Processor, unless such person is bonded against loss for an amount not less than $5,000,000 by a nationally recognized bonding company. Each Lockbox Agreement shall provide that the Lockbox Bank or the Lockbox Processor thereunder, as the case may be, is irrevocably directed, and such other CollateralLockbox Bank or Lockbox Processor, as the case may be, irrevocably agrees, to (i) deposit funds received in the Lockbox directly into the Lockbox Account and (ii) in the case of a Lockbox Bank only, transfer immediately available funds on deposit in the Lockbox Account within one Business Day of such funds becoming immediately available to the Trustee for deposit in the Collection Account. A new Lockbox Account may be designated by the Company and the Servicer; providedPROVIDED that the Lockbox Bank or the Lockbox Processor, howeveras the case may be, that Lender chosen to maintain or process payments for deposit into such new Lockbox Account shall have entered into a Lockbox Agreement with the right at Company, the Servicer and the Trustee. The Company or the Servicer shall notify each Rating Agency and the Trustee of the designation of a new Lockbox Account and the related Lockbox and Lockbox Bank or Lockbox Processor, as the case may be. Prior to any time after resignation of a Lockbox Bank or a Lockbox Processor or termination of a Lockbox Bank or a Lockbox Processor by the occurrence Company or the Trustee, the Servicer hereby agrees to obtain a replacement Lockbox Bank or Lockbox Processor, as the case may be (which may be a Person currently acting as a Lockbox Bank or Lockbox Processor, as the case may be), in the case of a Lockbox Bank the unsecured and during uncollateralized obligations of which (or of its holding company parent) are rated in one of the continuance three highest long-term or short-term rating categories by each Rating Agency rating such replacement Lockbox Bank or, in the case of a Lockbox Processor, which is bonded against loss for an amount not less than $5,000,000 by a nationally recognized bonding company to serve under a Lockbox Agreement. (ii) No Person shall act as a Eligible Segregated Bank unless it has entered into a Eligible Segregated Account Agreement with the Company and the uncollateralized obligations of such Person (or its holding company parent) are rated in one of the three highest long-term or short-term rating categories by each Rating Agency rating such Person. Each Eligible Segregated Account Bank Agreement shall provide that the Eligible Segregated Account Bank is irrevocably directed, and such Eligible Segregated Account Bank, irrevocably agrees, to transfer immediately available funds on deposit in the Eligible Segregated Account within one Business Day of such funds becoming immediately available to the Trustee for deposit in the Collection Account. A new Eligible Segregated Account may be designated by the Company and the Servicer; PROVIDED that the Eligible Segregated Account Bank chosen to maintain such new Eligible Segregated Account shall have entered into an Eligible Segregated Account Bank Agreement with the Company, the Servicer and the Trustee. The Company or the Servicer shall notify each Rating Agency and the Trustee of the designation of a new Eligible Segregated Account. Prior to any resignation of an Event Eligible Segregated Account Bank or termination of Defaultan Eligible Segregated Account Bank by the Company or the Trustee, without giving written notice the Servicer hereby agrees to Grantor obtain a replacement Eligible Segregated Account Bank the unsecured and uncollateralized obligations of Lender’s intention to do so, to notify the account debtors under any Accounts which (or obligors with respect to such other Collateral of its holding company parent) are rated in one of the assignment three highest long-term or short-term rating categories by each Rating Agency rating such replacement Eligible Segregated Account Bank. (iii) Each Collection P.O. Box shall be opened in the name of the Company (but which shall accept mail addressed to the Servicer or the Sellers) and the Trustee shall be irrevocably authorized to collect mail from such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment Collection P.O. Box in the event of all a Servicer Default. (c) The Trustee shall administer amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at on deposit in the expense of Grantor, to enforce collection of any such Accounts or other CollateralCollection Account, and to adjustthe Servicer, settle or compromise on behalf of the amount or payment thereof in Trust, shall, have the same manner and to authority revocable by the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after Trustee upon the occurrence and during the continuance of a Default or Event of Servicer Default, may require that Grantor instruct all current and future account debtors and obligors to administer amounts on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received deposit in the Lockbox Accounts and the Eligible Segregated Accounts, in each case in accordance with the terms of the Pooling and Servicing Agreements. The Servicer and the Sub-Servicers, on behalf of the Trust, (i) shall enforce all terms of each Lockbox Agreement and Eligible Segregated Account Agreement against the relevant Lockbox Processor, Lockbox Bank and Eligible Segregated Account Bank, as the case may be, and (ii) shall take steps in a prompt and timely manner to replace any Lockbox Processor, Lockbox Bank and Eligible Segregated Account Bank which does not comply with the provisions of the relevant Lockbox Agreement or Eligible Segregated Account Bank, as the case may be transferred in all material respects. Each of the Company and each Servicing Party acknowledges and agrees that (i) it shall not have any right to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately withdraw any funds on deposit in the Collateral Collection Account, an Eligible Segregated Account or any Lockbox Account and (ii) all full amounts deposited in the Collection Account, an Eligible Segregated Account or any Lockbox Account shall be under the sole dominion and partial payments control of the Trustee (subject to the Servicer's revocable right to direct the application of such amounts as provided by the terms of any Pooling and Servicing Agreement). (d) As soon as practicable but in any event not later than the Business Day following the date that the Servicer determines, identifies and certifies in writing to the Trustee that any of the collected funds received in any of the Lockboxes, the Lockbox Accounts, the Eligible Segregated Accounts or the Collection Account do not constitute Collections on any Collateral account of the Receivables, such monies which do not constitute such Collections shall be remitted to the applicable Seller to the extent such determination and identification is reasonably satisfactory to the Trustee. (e) All collections received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Collection Account as provided "Collections" shall be deemed, for purposes of the Transaction Documents, to have been received or deposited as of the Business Day Received (as defined in the Collateral immediately succeeding sentence). As used herein, the term "BUSINESS DAY RECEIVED" shall mean (i) if funds are deposited in the Collection Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; providedby 1:00 p.m., however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to LenderNew York City time, such payments shall be held day of deposit and (ii) if funds are deposited in trust by Grantor for and as Lender’s propertythe Collection Account after 1:00 p.m., and shall not be commingled with any funds New York City time, the Business Day next following such day of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentdeposit.

Collections. Except as otherwise provided (a) Borrower shall establish and maintain a lockbox (the "Lockbox") with a United States depository institution designated from time to time by Lender (the "Lockbox Bank"), subject to the provisions of this Agreement for receivables from Account Debtors. Borrower shall execute with the Lockbox Bank a lockbox agreement for the Account Debtor Collection Lockbox Account in this Article IVform and substance acceptable to Lender, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedagreements related to such lockbox agreement as Lender may require. Borrower shall ensure that all collections of Accounts on which Account Debtors are obligated are paid directly into the Lockbox for deposit into the Account Debtor Collection Lockbox Account, howeverand that all funds deposited into the Account Debtor Collection Lockbox Account are immediately transferred into a depository account owned by the Lender (the "Concentration Account"). (b) Notwithstanding anything in any lockbox agreement to the contrary, Borrower agrees that it shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockboxes and Lockbox Accounts, and that Lender shall have no liability therefor. Borrower further acknowledges and agrees that, to the extent such fees and charges are not paid by Borrower directly but are satisfied using collections in the Lockbox Accounts, such fees and charges shall be deemed to be Revolving Credit Loans made by Lender hereunder and, to the extent that the payment of such fees or charges by Borrower as provided herein results in any overadvance under this Agreement, Borrower agrees to immediately (upon notice) repay to Lender the amount of such overadvance. Borrower agrees to indemnify and hold Lender harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys' fees and expenses, arising from or relating to actions of Lender or the Lockbox Bank pursuant to this Section 2.3 or any lockbox agreement, other than if such liability, claim, loss or demand arises due to the gross negligence or willful misconduct of Lender or the Lockbox Bank, as determined by a court of competent jurisdiction. (c) Borrower agrees that all payments made to the Concentration Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment and insurance proceeds applied pursuant to Section 5(h)), will be applied on account of the Obligations in accordance with the terms of this Agreement. (d) Subject to all applicable law, Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andObligations, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrower's Accounts or other Collateralamounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any Indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for LenderBorrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral at Borrower's expense, notify Account Debtors to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder (and once such notice has been given to an Account Debtor, Borrower shall not give any contrary instructions to such Account Debtor during the “Lockbox”continuance of an Event of Default without Lender's prior written consent). (e) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within three (the “Collateral Account”3) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (i) checks and (ii) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of Proceeds against the Obligations may be applied in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Obligations, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (f) On a monthly basis, Lender shall apply deliver to Borrower an account statement showing all collections in accordance with Section 7.7. Until such Loans, charges and payments are so delivered to Lender, such payments which shall be held deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in trust by Grantor for and as Lender’s propertywriting, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except (i) Lender shall have the exclusive right to receive all Collections on all Receivables, and Borrower shall take the actions set out herein to effectuate Lender’s right. Borrower shall promptly notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account. On or about the Closing Date, Borrower shall promptly enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly into the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if Borrower fails, in any material respect, to complete this Article IV, Grantor shall continue to collect, at its own expense, transition with all amounts due or to become due to Grantor under the Accounts constituting part Account Debtors within 90 days of the Collateral date of this Agreement (the “Transition Period”). During the Transition Period, Borrower shall forward all collections to Lender along with a weekly cash receipts journal in form and substance reasonably satisfactory to Lender. (ii) Lender shall when a Streamline Period is in effect, transfer all other Collateral. In connection with such collectionsCollections deposited into the Collection Account to Borrower’s Account, Grantor may take (andor when a Streamline Period is not in effect, at Lender’s direction given after apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an any Event of Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided in this Article IV, Grantor Tranche B Borrower shall continue instruct and shall cause each Domestic Subsidiary to collect, at its own expense, (A) instruct all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account Account debtors or obligors buyers from Permitted Disposition to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all remit payments directly to a lockbox Lockbox and (B) remit all Net Cash Proceeds from any Permitted Disposition or Recovery Event directly to a Lockbox. In addition, Tranche B Borrower shall have and shall cause each Domestic Subsidiary to have such instruction printed in conspicuous type on all invoices. Tranche B Borrower shall instruct and shall cause each Domestic Subsidiary to instruct such Bank to deposit all remittances to such Bank's Lockbox into its Special Account. Tranche B Borrower further agree that it shall not and shall cause each Domestic Subsidiary not to deposit or permit any deposits of funds other than remittances paid in respect of the “Lockbox”Accounts or Permitted Dispositions into the Special Account(s) controlled by Lenderor permit any commingling of funds with such remittances in any Lockbox or Special Account. All payments Without limiting Tranche B Borrower's foregoing obligations, if, at any time, Tranche B Borrower or any of its Domestic Subsidiaries receives a remittance directly from an Account debtor or asset buyer, then such Borrower shall make and shall cause each Domestic Subsidiary to make entries on its books and records in a manner that shall reasonably identity such remittances and shall keep a separate account on its record books of all remittances so received and deposit the same into a Special Account. Until so deposited into the Special Account, Tranche B Borrower shall keep and shall cause each Domestic Subsidiary to keep all remittances received in respect of Accounts separate and apart from such Borrower's and each Domestic Subsidiary's other property so that they are capable of identification as the Lockbox shall be transferred to proceeds of Accounts in which IBM Credit has a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentsecurity interest.

Collections. Except as otherwise provided in this Article IV(a) Each Obligor shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lock Box”) designated by, Grantor shall continue to collectand under the exclusive control of, Lender, at its own expensea financial institution acceptable to Lender. Borrower has established an account (the “Dominion Account”) in Lender’s name with a financial institution acceptable to Lender, into which all payments received in the Lock Box shall be deposited, and into which each Obligor will immediately deposit all payments received by such Person on Accounts in the identical form in which such payments were received, whether by cash or check; provided that on or prior to Systems Day One, at the request of Lender, the Dominion Account shall be changed to Borrower’s name for the benefit of Lender. If any Obligor, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Obligor or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Obligor shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Obligor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Dominion Account. The financial institution with which the Dominion Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts due on deposit in such Lock Box and Dominion Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Dominion Account without further consent from any Obligor, that such financial institution has no right to setoff against the Lock Box or to become due to Grantor under Dominion Account or against any other account maintained by such financial institution into which the Accounts constituting part contents of the Collateral Lock Box or Dominion Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Dominion Account on a daily basis as such funds are collected. Each Obligor agrees that all other Collateral. In connection with payments made to such collectionsDominion Account or otherwise received by Lender, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection whether in respect of the Accounts and such or as Proceeds of other CollateralCollateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Liabilities in accordance with the terms of this Agreement; provided, however, that payments received by Lender shall be applied first to Prime Rate Loans and then to LIBOR Rate Loans and so long as no Event of Default exists, prepayments of LIBOR Rate Loans may, at the option of Borrower, be deposited into Borrower’s operating account in lieu of making a prepayment of LIBOR Rate Loans. Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Dominion Account. All of such fees, costs and expenses if not paid by Borrower, may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the applicable Obligor to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Obligor’s behalf. For the purpose of this section, each Obligor irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Obligor’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Obligor or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have the right access to any lock box or postal box into which any Obligor’s mail is deposited, and open and process all mail addressed to such Obligor and deposited therein. (b) Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do soany of the Liabilities, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to any Obligor (i) enforce collection of any of such Obligor’s Accounts or other Collateralamounts owed to such Obligor by suit or otherwise; (ii) exercise all of such Obligor’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to such Obligor; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to such Obligor, or compromise or extend or renew for any period (whether or not longer than the original period) any Indebtedness thereunder; (iv) sell or assign any Account of such Obligor or other amount owed to such Obligor upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign such Obligor’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Obligor; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill such Obligor’s obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lendersuch Obligor. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors at Borrower’s expense, notify any parties obligated on other Collateral any of the Accounts to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder. (the “Lockbox”c) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account i) For purposes of calculating interest and fees, Lender shall, within one (the “Collateral Account”1) maintained for the benefit of Lender subject to withdrawal Business Day after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (1) checks and (2) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on or Proceeds against the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Liabilities, that after an Event of Default has occurred and is continuing, in such order as Lender shall apply all collections determine in accordance with Section 7.7. Until such payments are so delivered its sole discretion, on the day of receipt, subject to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentactual collection.

Collections. Except (a) The Seller shall take or cause to be taken all such action as otherwise provided may be necessary or advisable to collect each Receivable from time to time, all in this Article IVaccordance with applicable laws, Grantor shall continue rules and regulations and with reasonable care and diligence. The Seller will keep and maintain at its own cost and expense satisfactory and complete records of the Receivables sold to collectthe Company by it, including, but not limited to, a record of all payments received and all other dealings therewith, and the Seller will make the same available to the Company at any reasonable time upon demand. The Seller shall, at its own cost and expense, deliver such books and records and all amounts due Documents relating to the Receivables to the Company or to become due its representatives at any time upon its demand. The Seller shall identify in form and manner satisfactory to Grantor under the Accounts constituting part Company, such Receivables and the other books, records and Documents of the Seller pertaining to such Receivables with an appropriate reference to the fact that such Receivables have been sold and assigned to the Company and that the Company is the lawful owner thereof and has legal title therein. All payments made by obligors with respect to the Receivables are required to be sent to P.O. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇e "Lockbox Account") maintained with The Provident Bank. The Lockbox Account shall be established by the Seller and the Collection Agent in the name of, and for the benefit of, the Collateral Agent pursuant to a lockbox agreement in form and substance satisfactory to the Company and the Collateral Agent and containing terms substantially the same as the form of Blocked Deposit Agreement attached as Annex F hereto. Exclusive dominion and control of the Lockbox Account shall be vested in the Collateral Agent, subject to the right of the Collection Agent to have access thereto for purposes of its collection and servicing duties hereunder. The Seller shall have no right to make withdrawals from the Lockbox Account. The Collection Agent's right of access to the Lockbox Account shall be revocable at the option of the Collateral and all other CollateralAgent upon the occurrence of any Seller Default, Seller Event of Default or Collection Agent Event of Default. In connection with such collectionsaddition, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an any Seller Default, any Seller Event of Default or any Collection Agent Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection the Seller agrees that it shall, upon the written request of the Accounts and such other Collateral; providedCompany or the Collateral Agent, however, that Lender shall have notify all Obligors under Receivables sold to the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors Company by it to make payment thereof to (i) one or more other bank accounts and/or post-office boxes designated by the Company or the Collateral Agent and specified in such notice or (ii) any successor Collection Agent appointed hereunder. (b) The Seller and the Collection Agent shall cause to be established, and shall maintain thereafter, Account No. 0918▇▇▇ (▇▇e "Blocked Deposit Account") with The Provident Bank. The Blocked Deposit Account shall be established in the name, and for the benefit, of the Collateral Agent pursuant to a Blocked Deposit Agreement. The Collateral Agent shall have exclusive dominion and control over, and the sole right of withdrawal from, the Blocked Deposit Account. All funds received in the Lockbox Account shall be transferred on the date received to the Blocked Deposit Account. In the event that, notwithstanding the requirement that all amounts due or Obligors be required to become due to Grantor thereunder make payments directly to Lender andthe Lockbox Account, upon any Collections of Receivables are received by the Seller, the Parent or the Collection Agent, such notification Collections shall be deposited into the Lockbox Account or the Blocked Deposit Account on the date received. The Collateral Agent shall on each Business Day cause the Collections on deposit in the Blocked Deposit Account to be transferred to an account designated by the Collection Agent; PROVIDED that the Collateral Agent shall retain in the Blocked Deposit Account on each day its estimate of the amount, if any, by which (A) the sum of (1) the Collections of Finance Charge Receivables received in the Blocked Deposit Account during the current Settlement Period and at (2) the expense excess, if any, of Grantorthe Collections of Principal Receivables received in the Blocked Deposit during the current Settlement Period over the principal amount of new retail installment sale contracts acquired by the Seller during such Settlement Period that meet the criteria to be Eligible Receivables, exceeds (B) an amount equal to the product of (x) the Daily Accrual Factor for such day and (y) the amount available to be drawn on the Deposits Letter of Credit on such day. All Collections released to the Seller pursuant to this Section 5.02(b), will, pending remittance to the Collection Account as provided in Section 5.03 hereof, be held by the Seller for the benefit of the Company and shall be payable to the Company in accordance with Section 5.03 hereof. (c) In performing its duties and obligations hereunder, the Collection Agent (i) shall not impair the rights of the Company in any Receivable, (ii) shall not amend the terms of any Receivable such that the maturity of any payment due thereunder is extended more than 180 days, (iii) shall not release any goods or merchandise securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods or merchandise securing such Accounts Receivable. In the event that the Collection Agent shall breach any of its covenants set forth in clauses (i), (ii) or (iii) of this Section 5.02(c), the Collection Agent shall repurchase each Receivable affected thereby on the Settlement Date following the Settlement Period in which such breach occurs for a purchase price equal to the Unpaid Balance of such Receivable as of the last day of such Settlement Period. For the purposes of Section 5.05 hereof, the Collection Agent shall not be deemed to have breached its obligations under this Section 5.02(c) unless it shall fail to so purchase any Receivable affected by the Collection Agent's noncompliance with clauses (i), (ii) or (iii) of this Section 5.02(c). (d) All payments or other Collateral, and to adjust, settle amounts collected or compromise received by the amount or payment thereof Collection Agent in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance respect of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox Receivable shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment Unpaid Balance of such Receivable and allocated first to the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application amount of any collection outstanding Finance Charge Receivables due in respect thereof and then to the payment amount of any Obligation is conditioned upon final payment of any check or other instrumentPrincipal Receivables due in respect thereof.

Collections. Except Borrower will, as otherwise provided long as any Loans remain outstanding, notify all obligors to remit all collections on Accounts to a bank account or bank accounts designated by DFS ("Lockbox"). All funds in this Article IV, Grantor shall continue to collectsuch bank accounts may be used by Borrower until an Unmatured Default occurs or any other Default occurs and is not cured within the applicable curing period. After an Unmatured Default occurs or any other Default occurs and is not cured within the applicable curing period, at its the discretion of DFS all funds in such bank accounts may immediately become the property of DFS. Borrower shall obtain the agreement of such banks to waive any offset rights against the funds so deposited. Until delivery to such bank account(s), Borrower will keep such remittances separate and apart from Borrower's own expensefunds so that they are capable of identification. Upon the occurrence of an Unmatured Default or the occurrence of any other Default which is not cured within the applicable curing period, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateralsuch funds not immediately deposited into such bank account(s) will also be held in trust for DFS. In connection with such collections, Grantor may take (and, at Lender’s direction given after Upon the occurrence and during the continuance of an Event of DefaultUmatured Default or following any other Default which is not cured within the applicable curing period, shall takeunless and until DFS' notifies Borrower, such bank(s) and Account Debtors to the contrary, DFS may: (i) notify such action as Grantor or Lender may deem necessary or advisable bank(s) to enforce collection of the Accounts only process withdrawals, checks, drafts and such other Collateral; providedtransfers requested by DFS, however, that Lender shall have the right at and (ii) notify any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral Account Debtor of the assignment of such Accounts and such other Collateral collect the same. All proceeds received or collected by DFS with respect to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other CollateralAccounts, and to adjust, settle or compromise the amount or payment thereof reserves and other property of Borrower in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, possession of DFS at any time after the occurrence and during the continuance of a Default or Event of Defaulttimes hereafter, may require that Grantor instruct be held by DFS without interest to Borrower until all current and future Obligations are paid in full or applied by DFS on account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations Obligations. DFS may be applied in release to Borrower such order portions of such reserves and proceeds as Lender DFS may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentdetermine.

Collections. Except as otherwise provided Until Lender notifies Borrower in this Article IVwriting to the contrary, Grantor Borrower may collect all Account Receivables directly from all account debtors. If Lender notifies Borrower in writing that Lender requires all Account Receivables to be deposited directly into the LockBox Account, Borrower shall continue then direct all of its account debtors, payors and other third parties to collect, at its own expense, remit all amounts due or payments owing to become due Borrower directly to Grantor under the Accounts constituting part of the Collateral and all other CollateralLockbox Account. In connection with the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral after such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of from Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Borrower shall receive all payments in trust for Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make immediately deliver all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original formform as set forth below, except for endorsements where necessaryduly endorsed in blank or cause the same to be deposited into the Lockbox Account. Lender or its designee may, at any time, notify account debtors that the Accounts Receivable have been assigned to Lender and of Lender’s security interest therein, and may collect the Accounts Receivable directly and charge the collection costs and expenses to Borrower’s loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall apply all collections be deemed applied by Lender on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment account of the Obligations may be applied in one (1) Business Day after receipt by Lender of good funds which have been finally credited to Lender’s account, whether such order as Lender may electfunds are received directly from Borrower or from the Lockbox Account, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 12:00 p.m. noon ine(Dallas time) on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. Lender is not, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered required to Lender, such payments shall be held in trust by Grantor credit Borrower’s account for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application the amount of any collection item of payment which is unsatisfactory to Lender in its Permitted Discretion and Lender may charge Borrower’s loan account for the payment amount of any Obligation item of payment which is conditioned upon final payment of any check or other instrumentreturned to Lender unpaid.

Collections. Except (a) Pursuant to the Lockbox Agreement, the Lockbox Bank shall remit to the Facility A Subaccount of the Collection Account within two Business Days of receipt thereof (i) all payments by or on behalf of the Obligors and (ii) all Recoveries, each as otherwise provided in this Article IVcollected during the Collection Period. In addition, Grantor the Servicer shall continue remit, or cause to collect, at its own expensebe remitted, all amounts due payments by or to become due to Grantor under the Accounts constituting part on behalf of the Obligors received by the Servicer or the Borrower with respect to the Transferred Receivables, all Recoveries, the purchase price paid by AFS or the Servicer with respect to any Transferred Receivables and the proceeds of any Take-Out Securitization relating to Transferred Receivables, no later than the Business Day following receipt directly into the Facility A Subaccount. (b) The Servicer and the Borrower shall cause the Facility B Collected Funds, the purchase price paid by AFS or the Servicer with respect to any Transferred ABS and the proceeds of any Take-Out Securitization relating to Transferred ABS, to be paid directly to the Collateral Agent for deposit into the Facility B Subaccount. (c) Each payment made to the Borrower under an Interest Rate Hedge shall be paid over to the Collection Account no later than the Business Day following receipt thereof and all other Collateralshall be deposited in (i) the Facility A Subaccount to the extent such payment relates to the Receivables or the Facility A Advances and (ii) the Facility B Subaccount to the extent such payment relates to the Asset Backed Securities or the Facility B Advances. (d) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date upon certification by the Servicer of such amounts and the provision of such information to the Agent as may be necessary in the opinion of the Agent to verify the accuracy of such certification. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during event that the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Agent has not received evidence satisfactory to enforce collection it of the Accounts Servicer's entitlement to reimbursement pursuant to this Section 8.18, the Agent shall ------------ give the Servicer and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving Collateral Agent written notice to Grantor of Lender’s intention such effect and no distribution shall be made to do so, to notify the account debtors under any Accounts or obligors with Servicer in respect to such other Collateral of the assignment of such Accounts and amount, or if the Servicer prior thereto has been reimbursed, such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and shall be withheld from amounts otherwise distributable to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections Servicer on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentnext succeeding Distribution Date.

Collections. Except as otherwise provided (a) Each Borrower shall establish an account (the "Blocked Account") in this Article IVsuch Borrower's name with a financial institution reasonably acceptable to Lender, Grantor shall continue into which such Borrower will immediately deposit all payments received by such Borrower with respect to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and other Collateral in the identical form in which such payments were made, whether by cash or check. If any Borrower, any Affiliate or Subsidiary of any Borrower, or any shareholder, officer, director, employee or agent of any Borrower or any Affiliate or Subsidiary of any Borrower, or any other Collateral; providedPerson acting for or in concert with any Borrower shall receive any (b) Lender may, however, that Lender shall have the right at any time and from time to time, whether before or after notification to any Account Debtor and whether before or after the occurrence and during the continuance maturity of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andLiabilities, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrowers' or Pledgor's Accounts or other Collateral, contract rights by suit or otherwise; (ii) exercise all of Borrowers' and to adjust, settle or compromise the amount or payment thereof in the same manner Pledgor's rights and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, remedies with respect to (c) Lender, at in its sole discretion, without waiving or releasing any time after obligation, liability or duty of Borrowers or Pledgor under this Agreement or the occurrence and during the continuance of a Default other Agreements or any Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on at any Collateral received by Grantor to Lender in their original formtime or times hereafter, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and but shall not be commingled with any funds of Grantor. Any application obligated to, pay, acquire or accept an assignment of any collection security interest, lien, encumbrance or claim asserted by an Person in, upon or against the Collateral. All sums paid by Lender in respect thereof and all costs, fees and expenses, including without limitation reasonable attorney fees, all court costs and all other charges relating thereto incurred by Lender shall constitute Loans, payable by Borrowers to Lender on demand and, until paid, shall bear interest at the payment highest rate then applicable to Loans hereunder. (d) Immediately upon any Borrower's or Pledgor's receipt of any Obligation is conditioned upon final payment portion of the Collateral evidenced by an agreement, Instrument or Document, including without limitation any Chattel Paper, such Borrower or Pledgor shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any check such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrowers' and Pledgor's attorney and agent-in- fact, to endorse or other instrumentassign the same on Borrowers' or Pledgor's behalf.

Collections. Except as otherwise provided (a) Each Grantor agrees promptly to notify and direct each Account Debtor and every other Person obligated to make payments with respect to the Accounts Receivable or Inventory, commencing within 30 days after the Effective Date, to make all such payments directly to a Collection Deposit Account or the applicable Cash Concentration Account (subject to the proviso in this Article IV, the following sentence). Each Grantor shall continue use all reasonable efforts to collectcause, at its own expensecommencing within 30 days after the Effective Date, each Account Debtor and every other Person identified in the preceding sentence to make all amounts due or payments with respect to become due to Grantor under the Accounts constituting part Receivable or Inventory either directly to a Collection Deposit Account or a Cash Concentration Account; provided that Credit Card Payments shall be made directly to the Cash Concentration Account. (b) In the event that a Grantor directly receives any Daily Receipts during the Cash Collection Period, notwithstanding the arrangements for payment directly into the Collection Deposit Accounts pursuant to Section 5.02, such remittances shall be held for the benefit of the Collateral Agent and the Secured Parties and shall be segregated from other funds of such Grantor, subject to the Security Interest granted hereby, and such Grantor shall cause such remittances and payments to be deposited into a Collection Deposit Account or a Cash Concentration Account, as applicable, as soon as practicable after such Grantor’s receipt thereof. (c) Without the prior written consent of the Collateral Agent, no Grantor shall, under any circumstances whatsoever, change the general instructions given to Account Debtors and other Persons obligated to make payments with respect to the Accounts Receivable or Inventory regarding the deposit of payments with respect to the Accounts Receivable or Inventory in a Collection Deposit Account or a Cash Concentration Account, as applicable. Each Grantor shall, and the Collateral Agent hereby authorizes each Grantor to, enforce and collect all amounts owing with respect to the Accounts Receivable or Inventory for the benefit and on behalf of the Collateral Agent and the other Collateral. In connection with Secured Parties; provided, however, that such collections, Grantor privilege may take (and, at Lender’s direction given after the option of the Collateral Agent be terminated upon the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided (a) Borrower shall establish and maintain a lockbox (the "LOCKBOX") with a United States depository institution designated from time to time by Lender (the "LOCKBOX BANK"), subject to the provisions of this Agreement for receivables from Account Debtors. Borrower shall execute with the Lockbox Bank a lockbox agreement for the Account Debtor Collection Lockbox Account in this Article IVform and substance acceptable to Lender, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedagreements related to such lockbox agreement as Lender may require. Borrower shall ensure that all collections of Accounts on which Account Debtors are obligated are paid directly into the Lockbox for deposit into the Account Debtor Collection Lockbox Account, howeverand that all funds deposited into the Account Debtor Collection Lockbox Account are immediately transferred into a depository account owned by the Lender (the "CONCENTRATION ACCOUNT"). (b) Notwithstanding anything in any lockbox agreement to the contrary, Borrower agrees that it shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockboxes and Lockbox Accounts, and that Lender shall have no liability therefor. Borrower further acknowledges and agrees that, to the extent such fees and charges are not paid by Borrower directly but are satisfied using collections in the Lockbox Accounts, such fees and charges shall be deemed to be Revolving Credit Loans made by Lender hereunder and, to the extent that the payment of such fees or charges by Borrower as provided herein results in any overadvance under this Agreement, Borrower agrees to immediately (upon notice) repay to Lender the amount of such overadvance. Borrower agrees to indemnify and hold Lender harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys' fees and expenses, arising from or relating to actions of Lender or the Lockbox Bank pursuant to this Section 2.3 or any lockbox agreement, other than if such liability, claim, loss or demand arises due to the gross negligence or willful misconduct of Lender or the Lockbox Bank, as determined by a court of competent jurisdiction. (c) Borrower agrees that all payments made to the Concentration Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment and insurance proceeds applied pursuant to Section 5(h)), will be applied on account of the Obligations in accordance with the terms of this Agreement. (d) Subject to all applicable law, Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andObligations, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrower's Accounts or other Collateralamounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any Indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for LenderBorrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral at Borrower's expense, notify Account Debtors to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder (and once such notice has been given to an Account Debtor, Borrower shall not give any contrary instructions to such Account Debtor during the “Lockbox”continuance of an Event of Default without Lender's prior written consent). (e) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within three (the “Collateral Account”3) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (i) checks and (ii) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of Proceeds against the Obligations may be applied in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Obligations, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (f) On a monthly basis, Lender shall apply deliver to Borrower an account statement showing all collections in accordance with Section 7.7. Until such Loans, charges and payments are so delivered to Lender, such payments which shall be held deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in trust by Grantor for and as Lender’s propertywriting, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulttime, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Defaulttime, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. After the earliest to occur of an Event of Default, Lender’s exercise of its right to direct account debtors or other obligors on any Collateral to make payments directly to Lender or to require Grantor to establish a Lockbox, Grantor shall immediately deposit in the Collateral Account deliver all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all Lender, at its sole discretion, may hold any collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any cash collateral or may apply such amount applied collections to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except (a) Each Brooke Party shall, to the extent such Borrower has the right or obligation to do so pursuant to the Transaction Documents: (i) instruct (A) each Brooke Insurance Agent to deposit all Collections received by it to the related Receipts Trust Account and (B) each Funeral Home to deposit all Collections received by it to its designated operating account; (ii) cause all Collections deposited in each Receipts Trust Account to be remitted to the Consolidation Receipts Trust Account within one Business Day after such deposit; (iii) cause all Collections deposited in the Consolidation Receipts Trust Account to be remitted to the Master Receipts Trust Account within two Business Days after such deposit; (iv) cause all Collections deposited in the Master Receipts Trust Account to be remitted to the Collection Account within two Business Days after such deposit pursuant to, and in accordance with, the Master Agent Security Agreement; (v) cause each Receipts Trust Account to be maintained solely in the name of Master Agent; and (vi) cause the Master Receipts Trust Account and the Consolidation Receipts Trust Account to be subject at all times to a Trust Account Control Agreement. (b) If any Collections with respect to the Loans are received by any Brooke Party or any of their respective Affiliates, then at all times prior to remittance thereof to the appropriate Trust Account or the Collection Account, as otherwise provided the case may be, such Brooke Party or such Affiliate shall hold such Collections in this Article IVtrust, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under for the Accounts constituting part exclusive benefit of the Lender on behalf of the Secured Parties. (c) The Subservicer and the Master Agent Servicer each agrees that it will use its best efforts (and will cause each of its Affiliates to use their best efforts) not to permit any check or other funds to be deposited into any Trust Account or the Collection Account other than: (i) Collections on the Collateral; and (ii) collections on other loans remitted to a Trust Account, but only to the extent such collections are subject to a Trust Account Intercreditor Agreement. To the extent any such “Other Receipts” or other funds that are not Collections are deposited into any Trust Account, the Master Agent Servicer shall promptly (and in any event within two Business Days) identify such funds and cause such funds to be segregated from the Collections on the Collateral in accordance with the Master Agent Security Agreement. To the extent any funds other than Collections are deposited into the Collection Account, the Subservicer shall promptly (and all other Collateralin any event within two Business Days) identify such funds and notify the Borrower, the Servicer, the Collection Account Bank and the Lender of the same and the Servicer shall direct the Collection Account Bank to remit such funds the Person entitled thereto. In connection with such collections, Grantor The Lender may take (and, at Lender’s direction given after any time following the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such Default (other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after than an Event of Default that has occurred been waived in writing by the Lender) request each Brooke Party to, and is continuingeach Brooke Party thereupon promptly shall, direct all Obligors to remit all payments with respect to Loans with respect thereto to a new depository account or lock-box specified by the Lender (which new account shall, if so directed by the Lender, be established in the Lender’s own name). (d) No Brooke Party will add or terminate any Trust Account relating to the Loans from those listed in Schedule I, or make any change in its instructions to Obligors or insurance companies regarding payments to be made to any Brooke Party or payments to be made to any Trust Account], unless (i) the Lender shall apply all collections in accordance have received written notice of such addition, termination or change together with Section 7.7. Until such payments are so delivered an amended Schedule I and (ii) with respect to Lenderany change relating to the Consolidation Receipts Trust Account or the Master Receipts Trust Account, such payments change shall be held have been approved in trust writing by Grantor for and as the Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Collection Account is operational, and (iii) upon the request of Lender in this Article IVits sole discretion, Grantor immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall continue to collectbe deposited into the Collection Account. Until the Lockbox is required by Lender, at its own expense, all amounts due or to become due to Grantor under Borrower shall utilize an electronic deposit capture device with Lender for any payments made by check. Borrower shall use the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after address as the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Collection Account or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox (if applicable) or Collection Account. It will be considered an immediate Event of Default if this does not occur or the Lockbox is not operational within 30 days of Lender’s request. (b) Lender shall transfer all Collections deposited into the Collection Account to Borrower’s Account on a daily basis; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided in this Article IV(a) On or prior to the Closing Date, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral Borrower and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender Servicers shall have established and shall maintain thereafter the right following system of collecting and processing Collections of Receivables: The Obligors shall be instructed to make payments of Receivables only (i) by check, draft or money order mailed to a LockBox listed on Schedule 8.12 (such payments, upon receipt in such a LockBox, being referred to herein as "Mail Payments"), (ii) by wire transfer or ACH to a LockBox Account which is subject to a LockBox Agreement, or (iii) by cash, check, draft or money order delivered to an Originator and deposited to a LockBox or LockBox Account which is subject to a LockBox Account Agreement) (A) within three (3) Business Days following receipt thereof, if no Termination Event or Significant Event has occurred and is continuing, and (B) immediately following receipt thereof, if any Termination Event or Significant Event has occurred and is continuing. (b) On or prior to the Closing Date, Administrator shall have received a LockBox Agreement with respect to each LockBox Account. The Administrator is authorized at any time after the occurrence and during the continuance of an Incipient Bankruptcy or a Significant Event of Default, without giving written notice to Grantor of Lender’s intention deliver to do so, the Collection Banks the Activation Notices. Borrower hereby transfers to notify the account debtors under any Accounts or obligors with respect to such other Collateral Administrator for the benefit of the assignment Lender, effective when the Administrator delivers such notice, the exclusive ownership and control of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lendereach Lock-Box Account. In addition to its rights under the preceding sentence to this Sectionaddition, Lender, at any time after the occurrence and during the continuance of a Default or Event any Significant Event, each Servicer agrees that it shall, upon the written request of Defaultthe Administrator, may require that Grantor instruct notify all current and future account debtors and obligors on other Collateral Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by the Administrator and specified in such notice or (ii) any successor Servicer appointed hereunder. (c) Servicers shall remove all payments directly Mail Payments, or cause all Mail Payments to be removed, from each LockBox by the close of business on each Business Day and deposited into a LockBox Account which is subject to a lockbox (the “Lockbox”) controlled by LenderLockBox Agreement. All Servicers shall process all such Mail Payments, and all other payments received in any form on the Lockbox shall date received by recording the amount of the payment received from the Obligor and the applicable account or invoice number. (d) All Collections received by any Originator or either Servicer in respect of Receivables will, pending remittance to Administrator, be transferred to a special bank account (the “Collateral Account”) maintained held by any Originator or either Servicer in trust for the exclusive benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertyAdministrator, and shall not be commingled with any other funds of Grantor. Any application or property of any Originator or either Servicer. (e) Borrower and each Servicer hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections received by them prior to remittance thereof in accordance with this Agreement. (f) In performing its duties and obligations hereunder, no Servicer (i) shall impair the rights of Borrower or Administrator in any Receivable, (ii) shall amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall release any goods securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that either Servicer shall breach any of its covenants set forth in clause (i), (ii) or (iii) of this Section 11.2.3(f), such Servicer shall pay the Unpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, no Servicer shall be deemed to have breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to any Receivable affected by such Servicer's noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f). (g) All payments or other amounts collected or received by either Servicer in respect of a Receivable shall be applied to the payment Unpaid Balance of any Obligation is conditioned upon final payment of any check or other instrumentsuch Receivable.

Collections. Except as otherwise provided in this Article IV, Grantor (a) Borrower shall continue direct all of its Account Debtors to collect, at its own expense, make all amounts due or to become due to Grantor under payments on the Accounts constituting part directly to a post office box ("LOCK BOX") with a bank designated by LaSalle ("BLOCKED ACCOUNT BANK") (which initial Blocked Account Bank shall be LaSalle Bank) and in the name and under exclusive control of, LaSalle. Borrower acknowledges and consents to any arrangement whereby the Blocked Account Bank may arrange for Lock Box or Blocked Account processing to be handled by LaSalle Bank. Borrower shall establish an account (the "BLOCKED ACCOUNT") in LaSalle's name for the benefit of Borrower with Blocked Account Bank and LaSalle Bank. All payments received in the Lock Box shall be deposited in the Blocked Account, and into which Borrower will immediately deposit all payments made for Inventory or services sold or rendered by Borrower and received by Borrower in the identical form in which such payments were made, whether by cash or check. If Borrower, any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments as proceeds of Borrower's Accounts or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, LaSalle and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. Blocked Account Bank shall acknowledge and agree, in a manner satisfactory to LaSalle, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of LaSalle, that Blocked Account Bank has no right to setoff against such Lock Box or Blocked Account or against any other account maintained by Blocked Account Bank into which the contents of such Blocked Account are transferred, and that Blocked Account Bank shall wire, or otherwise transfer in immediately available funds in a manner satisfactory to LaSalle, funds deposited in the Blocked Account on a daily basis as such funds are collected. Borrower agrees that all payments made to the Blocked Account established by Borrower or otherwise received by LaSalle, whether in respect of the Accounts of Borrower or as proceeds of other Collateral of Borrower or otherwise, will be applied on account of the Liabilities (other than (unless an Event of Default shall have occurred and all other Collateralbe continuing) the Term Loan) of Borrower in accordance with the terms of this Agreement. In connection with If (x) application of such collectionspayments or proceeds causes the Revolving Loan balance to be less than zero (such deficit is hereinafter referred to as the "EXCESS AMOUNT"), Grantor may take and (y) no Default or Event of Default shall have occurred and be continuing, then LaSalle shall notify the Borrower thereof (whether orally or in writing) and, at Lender’s direction given after Borrower's discretion, make a disbursement in the occurrence amount of the Excess Amount (which disbursement shall not, for the avoidance of doubt, accrue interest) to such unrestricted, non-blocked account as the Borrower may direct LaSalle in writing. Borrower agrees to pay all fees, costs and during expenses which Borrower incurs in connection with opening and maintaining a Lock Box and the continuance Blocked Account. All of an Event of Defaultsuch fees, costs and expenses which remain unpaid by Borrower pursuant to any agreement executed by Borrower relating to the Lock Box or Blocked Account, to the extent same shall have been paid by LaSalle hereunder, shall takeconstitute Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to LaSalle in kind shall be endorsed by Borrower to LaSalle, and, if that endorsement of any such item shall not be made for any reason, LaSalle is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints LaSalle (and all Persons designated by LaSalle for that purpose) such action as Grantor Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or proceeds of Collateral of Borrower and upon any Chattel Paper, document, instrument, invoice or Lender may deem necessary similar document or advisable agreement relating to enforce collection any Account of the Accounts Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited; and such other Collateral(iv) open and process all mail addressed to Borrower and deposited therein; provided, however, that Lender LaSalle shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of not exercise any such Accounts or other Collateralpowers described in subparagraphs (i), (ii) (except for routine Lock Box payments/proceeds), (iii) and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but (iv) unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing. (b) For the purpose of determining Borrower's Borrowing Base hereunder, Lender shall LaSalle shall, upon receipt by LaSalle at its office in Chicago, Illinois or such other LaSalle office as LaSalle may hereafter designate, of cash or other immediately available funds from collections of items of payment and proceeds of any Collateral, apply all such collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertyor proceeds against the Revolving Loans until the balance thereof is zero, and then, (i) if a Default or Event of Default shall have occurred and be continuing, to the other Liabilities in such order as LaSalle shall determine in its sole discretion, and (ii) if no Default or Event of Default shall have occurred and be continuing, as provided in paragraph 10(a). (c) In its reasonable credit judgment, without waiving or releasing any obligation, liability or duty of Borrower under this Agreement or the Other Agreements or any Event of Default, at any time or times hereafter, LaSalle may (but shall not be commingled with any funds obligated to), following the occurrence and during the continuation of Grantor. Any application a Default or Event of Default, pay, acquire or accept an assignment of any collection to security interest, lien, encumbrance or claim asserted by any Person in, upon or against the payment of any Obligation is conditioned upon final payment of any check or Collateral. All sums paid by LaSalle in respect thereof and all costs, fees and expenses (including, without limitation, reasonable attorney fees for both inside and outside counsel, all court costs and all other instrumentcharges relating thereto) incurred by LaSalle shall constitute Revolving Loans.

Collections. Except as otherwise provided (a) The Servicer shall establish the Subcollection Account in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part name of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained Indenture Trustee for the benefit of Lender subject the Certificateholders and the Noteholders. The Subcollection Account shall be an Eligible Account and shall initially be established with the Indenture Trustee. The Servicer shall remit directly to withdrawal the Subcollection Account without deposit into any intervening account all payments by Lender onlyor on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Grantor Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall immediately transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account shall not be invested. (b) On each Deposit Date related to a Distribution Date (i) prior to the Purchase Termination Date and (ii) so long as the Facility Balance is less than or equal to the Facility Limit, all amounts on deposit in the Collateral Collection Account all full allocable the Noteholders' Principal Distributable Amount and partial payments the Certificateholders' Principal Distributable Amount shall be deposited into the Principal Funding Account. On each Deposit Date preceding a Distribution Date on any Collateral received by Grantor to Lender in their original formor after the occurrence of the Purchase Termination Date, except for endorsements where necessary. Lender shall apply all collections amounts on the Collateral delivered to it or deposited deposit in the Collateral Principal Funding Account shall be deposited into the Note Distribution Account or the Certificate Distribution Account, as provided in the Collateral Account Agreement Collections and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.74.6 hereof. Until On each Deposit Date preceding a Distribution Date on which the Facility Balance would exceed the Facility Limit (after giving effect to a reduction thereof requested by the Seller) (provided that a Purchase Termination Date shall not have been declared pursuant to Section 2.1(c)(2)), amounts on deposit in the Principal Funding Account equal to such payments are so delivered to Lender, such payments excess shall be held deposited into the Note Distribution Account as Collections and applied in trust accordance with Section 4.6 hereof. Notwithstanding the foregoing, if on any Determination Date the amount on deposit in the Principal Funding Account exceeds the aggregate Purchase Price with respect to Receivables to be purchased during the remainder of the Monthly Period during which such Determination Date occurs, as determined by Grantor for the Servicer in its sole discretion (the amount of such excess, the "Principal Funding Excess Amount"), an amount equal to the Principal Funding Excess Amount shall be deposited into the Note Distribution Account and the Certificate Distribution Account, as Lender’s propertyapplicable, and applied in accordance with Section 4.6 hereof. (c) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall not be commingled with any funds of Grantor. Any application of any collection paid to the payment Servicer on the related Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of any Obligation is conditioned upon final payment such amounts and the provision of any check or other instrumentsuch information to the Indenture Trustee as may be necessary in the opinion of the Indenture Trustee to verify the accuracy of such certification.

Collections. Except as otherwise provided in this Article IVLOCK-BOX ACCOUNT AND RELATED BANK ACCOUNTS Any amounts received by the Servicer, Grantor shall continue to collect, at its own expenseincluding all payments by or on behalf of the Obligors (other than Purchased Receivables), all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral Liquidation Proceeds, Insurance Proceeds and other Recoveries, all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and as collected during the continuance Collection Period in respect of an Event of Defaulta Receivable being serviced by the Servicer, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and be remitted to the same extent Lock-Box Account as Grantor might have donesoon as practicable, but unless in no event later than the close of business on the Business Day after receipt thereof by the Servicer. The Servicer shall maintain the Lock- Box Account and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence collect and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox hold in trust (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit each Trust, as applicable) in such account all funds received on account of the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any Obligors until such amount applied funds are transferred to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections Trustee or in accordance with Section 7.7its instructions. Until such payments are so delivered On a daily basis the posted balance (in excess of $2,000) related to Lender, such payments the Receivables in the Lock-Box Account shall be held in trust transferred by Grantor wire transfer to the Trustee for and as Lender’s property, and deposit into the Collection Accounts established for the related Trusts. Such funds shall not be commingled with any the funds of Grantorany other person; provided that there may be deposited in the Lock-Box Account moneys collected on other motor vehicle installment sales contracts originated by Aegis Finance and its affiliates. Any application In the event funds of any collection more than one Trust are deposited in the Lock-Box Account, collections attributable to Receivables of each Trust shall be separately identified. The Servicer shall be responsible for all charges with respect to the payment Lock- Box Account and, insofar as such charges relate to the Receivables, shall be reimbursed in accordance with the instructions set forth in the Monthly Servicer Certificate. The Servicer shall provide written notice to the Trustee of any Obligation is conditioned upon final payment the location and account number of any check the Lock-Box Accounts promptly after establishing or other instrumentchanging the same. Wells Fargo Bank, N.A. and Commerce Bank will each serve as an initial Lock- Box Account Dep▇▇▇▇▇ry with respect to the Receivables. The Servicer shall provide thirty (30) days' prior notice to the Trustee of its appointment of a successor Lock-Box Account Depository, which such successor Lock-Box Account Depository shall be an Eligible Institution. The Servicer shall deposit into the Lock-Box Account all amounts (including late payments) remitted by Obligors to the Servicer under the terms of the Receivables within one (1) Business Day after receipt thereof. The Servicer shall provide the Lock-Box Account Depository with a report providing instructions related to distributions of funds from the Lock-Box Account to the applicable Collection Accounts. The Servicer shall deposit in the applicable Collection Account the aggregate Purchase Amount with respect to Purchased Receivables. All such deposits shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds, on the Business Day following receipt thereof.

Collections. Except as otherwise provided (a) The Servicer shall establish the Subcollection Account in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part name of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained Indenture Trustee for the benefit of Lender subject the Certificateholders and the Noteholders. The Subcollection Account shall be an Eligible Account and shall initially be established with the Indenture Trustee. The Servicer shall remit directly to withdrawal the Subcollection Account without deposit into any intervening account all payments by Lender onlyor on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Grantor Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall immediately transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account shall not be invested. (b) On each Deposit Date related to a Distribution Date (i) prior to the Purchase Termination Date and (ii) so long as the Facility Balance is less than or equal to the Facility Limit, all amounts on deposit in the Collateral Collection Account all full allocable to the Noteholders' Principal Distributable Amount and partial payments the Certificateholders' Principal Distributable Amount shall be deposited into the Principal Funding Account. On each Deposit Date preceding a Distribution Date on any Collateral received by Grantor to Lender in their original formor after the occurrence of the Purchase Termination Date, except for endorsements where necessary. Lender shall apply all collections amounts on the Collateral delivered to it or deposited deposit in the Collateral Principal Funding Account shall be deposited into the Note Distribution Account or the Certificate Distribution Account, as provided in the Collateral Account Agreement Collections and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.74.6 hereof. Until On each Deposit Date preceding a Distribution Date on which the Facility Balance would exceed the Facility Limit (after giving effect to a reduction thereof requested by the Seller) (provided that a Purchase Termination Date shall not have been declared pursuant to Section 2.1(c)(2)), amounts on deposit in the Principal Funding Account equal to such payments are so delivered to Lender, such payments excess shall be held deposited into the Note Distribution Account as Collections and applied in trust accordance with Section 4.6 hereof. Notwithstanding the foregoing, if on any Determination Date the amount on deposit in the Principal Funding Account exceeds the aggregate Purchase Price with respect to Receivables to be purchased during the remainder of the Monthly Period during which such Determination Date occurs, as determined by Grantor for the Servicer in its sole discretion (the amount of such excess, the "Principal Funding Excess Amount"), an amount equal to the Principal Funding Excess Amount shall be deposited into the Note Distribution Account and the Certificate Distribution Account, as Lender’s propertyapplicable, and applied in accordance with Section 4.6 hereof. (c) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall not be commingled with any funds of Grantor. Any application of any collection paid to the payment Servicer on the related Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of any Obligation is conditioned upon final payment such amounts and the provision of any check or other instrumentsuch information to the Indenture Trustee as may be necessary in the opinion of the Indenture Trustee to verify the accuracy of such certification.

Collections. Except as otherwise provided in this Article IV, Grantor Borrower may make collection of all Receivables for DLL unless and until DLL shall continue notify Borrower to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given contrary after the occurrence and during the continuance of an Event of Default. Unless Borrower shall be otherwise directed by DLL in writing, Borrower shall take) such action as Grantor or Lender may deem necessary or advisable at all times direct all Account Debtors to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make remit all payments directly owing to Borrower on its customer Receivables to one or more lockboxes (each, a lockbox (the “Lockbox”) controlled established with a bank or other financial institution selected by LenderBorrower and acceptable to DLL pursuant to an arrangement with such bank or financial institution that is acceptable to DLL. All Each such arrangement regarding each such Lockbox shall provide, inter alia, that all checks and payments received in the into such Lockbox shall be transferred deposited on a daily basis into a related lockbox account or other “blocked account” (as DLL may require) (each, a “Blocked Account”), which such Blocked Account shall be subject to a special tri-party agreement among DLL, Borrower and the applicable bank or other financial institution in form and substance acceptable to DLL which shall provide that DLL shall have exclusive authority and control over such Blocked Account and the funds deposited therein and that said bank or financial institution shall transfer funds deposited in such Blocked Account to DLL on a daily basis, either to any account maintained by DLL at said bank or financial institution or by wire transfer to appropriate account(s) of DLL at another bank or financial institution or otherwise as DLL may direct. In the event Borrower shall nevertheless directly receive any payments owing to Borrower on its customer Receivables, Borrower shall receive all such payments as trustee of DLL pursuant to an express trust hereunder and immediately deliver all payments to DLL in their original form as set forth below, duly endorsed in blank or cause the same to be deposited into the Blocked Accounts, and until such payments and proceeds are so deposited into a Blocked Account, Borrower shall segregate such payments and proceeds from and shall not commingle any such payments and proceeds with or in any of Borrower’s other deposit accounts or funds or monies or other assets. Alternatively, DLL may establish depository accounts in the name of DLL at the bank or other financial institution at which each Lockbox is maintained for the deposit of the checks, payment and other funds received into the Lockbox (the each, a “Collateral Dominion Account”) maintained for the benefit and Borrower shall deposit all proceeds of Lender subject customer Receivables or cause same to withdrawal by Lender onlybe deposited, in kind, in such Dominion Accounts of DLL in lieu of depositing same to Blocked Accounts. Grantor All funds deposited in a Blocked Account or Dominion Account shall immediately deposit become the sole property of DLL and Borrower shall obtain the agreement by each applicable bank or financial institution to waive any offset rights against the funds so deposited. All funds deposited into any Blocked Account or Dominion Account, unless otherwise provided herein, shall be applied in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; providedDLL determines in its Permitted Discretion. DLL assumes no responsibility for any Lockbox, howeverBlocked Account or Dominion Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or financial institution thereunder. For greater certainty, at all times after that date which is ninety (90) days after an Event the Closing Date, all payments in respect of Default has occurred and is continuing, Lender shall apply all collections Receivables of any Account Debtor organized or domiciled in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Canada shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection directed to the payment of any Obligation is conditioned upon final payment of any check or other instrumentCanadian Lockboxes.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue All payments by Borrower to collect, at its own expense, all amounts due or Lender with respect to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedCollateral shall be forwarded by Borrower to the Collections Account, however, provided that Borrower shall establish a lockbox under the control of Lender to which all Account Debtors shall be directed to forward payments with respect to the Accounts. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lenderright, at any time after the occurrence and during the continuance of a Default whether or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after not an Event of Default has occurred exists, to contact directly any or all Account Debtors to ensure that payments on the Accounts are directed to Lender or to the lockbox. To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. All payment items received by Borrower with respect to the Accounts and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments other Collateral shall be held in trust by Grantor Borrower, as trustee of an express trust, for and as Lender’s property, benefit and shall not be commingled with Borrower’s other funds and shall be deposited promptly by Borrower to the Collections Account. All such payment items shall be the exclusive property of Lender upon the earlier of the receipt thereof by Lender or by Borrower. Borrower hereby grants to Lender a Lien upon all items and balances held in any funds of Grantor. Any application of any collection to lockbox and the Collections Account as security for the payment of the Obligations, in addition to and cumulative with the general security interest in all other assets of Borrower (including all Deposit Accounts) as provided elsewhere in this Agreement or any Obligation is conditioned upon final payment of other Loan Document. Lender shall be entitled to apply immediately to the Obligations any wire transfer, check or other instrumentitem of payment received by Lender, but interest shall continue accruing on the amount of such wire transfer, check or other payment item for the number of collection days set forth in Item 11 of the Terms Schedule after the date that the proceeds of such wire transfer, check or other payment item become good, collected funds.

Collections. Except as otherwise provided in this Article IV(a) Borrower shall, Grantor and shall continue cause each Guarantor to, direct all of its Account Debtors to collectmake all payments on the Accounts Receivable directly to a post office box (the "Lock Box") designated by, and under the exclusive control of, Agent, at its own expenseANB. Borrower shall, and shall cause each Guarantor to, establish an account (the "Lock Box Account") in Agent's name with ANB, into which all amounts due payments received in the Lock Box at all times from and after September 15, 2000 shall be deposited, and into which Borrower and each Guarantor will at all times from and after September 15,2000 deposit all payments received by Borrower or such Guarantor on account of Accounts Receivable in the identical form in which such payments were received, whether by cash or check or electronic funds. If Borrower, any Guarantor, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrower, any Guarantor or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower or any Guarantor shall receive any monies, checks, notes, drafts or other payments relating to become due to Grantor under the or as proceeds of Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts Receivable or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to adjustbe remitted) in kind to the Lock Box Account. Borrower agrees that all payments made to such Lock Box Account or otherwise received by Agent, settle whether in respect of the Accounts Receivable or compromise as proceeds of other Collateral or otherwise, will be applied on account of the Obligations in accordance with the terms of this Agreement. Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box Account and depositing for collection by ANB any check or other item of payment received by Agent on account of the Liabilities. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to Agent by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by Borrower or applicable Guarantor to Agent, and, if that endorsement of any such item shall not be made for any reason, Agent is hereby irrevocably authorized to endorse the same on Borrower's or such Guarantor's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account Receivable of Borrower; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein. (b) For purposes of calculating interest, Agent shall, (i) within one (1) Business Days after receipt by Agent at its office in Chicago, Illinois of checks and (ii) on the Business Day of receipt by Agent at its office in Chicago, Illinois of cash or other immediately available funds from collections of items of payment and proceeds of any Collateral, apply the whole or any part of such collections or proceeds against the Obligations as hereinafter provided, subject to actual collection. For purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment thereof and proceeds of any Collateral shall be applied in whole or in part against the same manner Obligations, as hereinafter provided, on the day of receipt, subject to actual collection. (c) All payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders shall be remitted to the same extent Agent and distributed as Grantor might have donefollows: (i) first, but unless to the payment of any outstanding costs and until Lender does so expenses incurred by the Agent in monitoring, verifying, protecting, preserving or gives Grantor other instructionsenforcing the Liens on the Collateral, Grantor shall make all collections for Lender. In addition to its and in protecting, preserving or enforcing rights under this Agreement or any of the preceding sentence to this Sectionother Loan Documents, Lender, at and in any time after the occurrence event including all costs and during the continuance expenses of a Default or Event of Defaultcharacter which the Borrower has agreed to pay under Section 9.6 hereof (such funds to be retained by the Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox which event such amounts shall be transferred remitted to a special bank account the Lenders to reimburse them for payments theretofore made to the Agent); (ii) second, to the “Collateral Account”payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (iii) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original formthird, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied principal of the Loans, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Loans; (iv) fourth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower owing to them and secured by the Collateral Documents unless and until all such order as Lender may electindebtedness, obligations and liabilities have been fully paid and satisfied; providedand (v) fifth, howeverto the Agent, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust as collateral security for any undrawn letters of credit issued by Grantor for and as Lender’s property, and shall not be commingled with the Agent or any funds Lender until the Agent or such Lender is holding an amount of Grantor. Any application of any collection cash equal to the payment then outstanding amount of any Obligation is conditioned upon final payment all Letters of any check Credit; (vi) sixth, to the Borrower or other instrumentto whomever the Agent reasonably determines to be lawfully entitled thereto.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect(a) Lender may, at its own expenseany time and from time to, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Liabilities, (i) enforce collection of any of Borrowers’ Accounts or other amounts owed to Borrowers by suit or otherwise; (ii) exercise all of Borrowers’ rights and remedies with respect to proceedings brought to collect any Accounts or other amounts due owed to Borrowers; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to become due Borrowers, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrowers or other amount owed to Grantor Borrowers upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrowers’ name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrowers; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill Borrowers’ obligations under this Agreement and to allow Lender to collect the Accounts constituting part of the Collateral and all or other Collateralamounts owed to Borrowers. In connection with such collectionsaddition to any other provision hereof, Grantor Lender may take (andat any time, at Lender’s direction given whether before or after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection at Borrowers’ expense, notify any parties obligated on any of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment directly to Lender of all any amounts due or to become due thereunder. Lender’s rights and remedies with respect to Grantor thereunder directly Borrowers’ Accounts pursuant to this Section 8(b) and as otherwise provided in this Agreement is subject to Petsmarketing’s insurance trust obligations to Clarendon National Insurance Company and its successors. (b) For purposes of calculating interest and fees, Lender andshall, upon such notification within three (3) Business Days after receipt by Lender at its office in Chicago, Illinois of (i) checks and at the expense (ii) cash or other immediately available funds from collections of Grantor, to enforce collection items of payment and Proceeds of any such Accounts or other Collateral, and to adjust, settle apply the whole or compromise any part of such collections or Proceeds against the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Liabilities, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (c) On a monthly basis, Lender shall apply deliver to Borrowers an account statement showing all collections in accordance with Section 7.7. Until such payments are so delivered to LenderLoans, such payments charges and payments, which shall be held deemed final, binding and conclusive upon Borrowers unless Borrowers notify Lender in trust by Grantor for writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrowers and as Lender’s property, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise provided in this Article IV(a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrowers shall, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part within 60 days of the Collateral date of this Agreement, (i) notify, transfer and deliver to Lender all Collections Borrowers receive for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrowers shall use the Lockbox address as the remit to and payment address for all of Borrowers’ Collections from Account Debtors, and within 60 days of the date of this Agreement, Borrowers shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other Collateralmeans as Lender may direct for deposit to the Lockbox or Collection Account. In connection with such collections, Grantor may take It will be considered an immediate Event of Default if this does not occur or the Lockbox is not operational within 60 days of the date of this Agreement. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to Borrowers’ Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrowers’ Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at LenderSecured Party’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender Secured Party may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender Secured Party shall have the right at any time after the occurrence and during the continuance of an Event of Defaulttime, without giving written notice to Grantor of LenderSecured Party’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender Secured Party and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender Secured Party does so or gives Grantor other instructions, Grantor shall make all collections for LenderSecured Party. In addition to its rights under the preceding sentence to this Section, LenderSecured Party, at any time after the occurrence and during the continuance of a Default or an Event of Default, Default may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by LenderSecured Party. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender Secured Party subject to withdrawal by Lender Secured Party only. After the earliest to occur of an Event of Default, Secured Party’s exercise of its right to direct account debtors or other obligors on any Collateral to make payments directly to Secured Party or to require Grantor to establish a Lockbox, Grantor shall immediately deposit in the Collateral Account deliver all full and partial payments on any Collateral received by Grantor to Lender Secured Party in their original form, except for endorsements where necessary. Lender shall apply all Secured Party, at its sole discretion, may hold any collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any cash collateral or may apply such amount applied collections to the payment of the Obligations may be applied in such order as Lender Secured Party may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender Secured Party shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to LenderSecured Party, such payments shall be held in trust by Grantor for and as LenderSecured Party’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided in this Article IV, Grantor (a) Borrower shall continue direct all of its Account Debtors to collect, make all payments on the Accounts directly to a post office box (the "Lock Box") held at its own expense, all amounts due or to become due to Grantor and under the exclusive control of, Lender. Borrower shall establish an account (the "Lock Box Account") in Lender's name with Lender, into which all payments received in the Lock Box shall be deposited, and into which Borrower will immediately deposit all payments received by Borrower on Accounts constituting part in the identical form in which such payments were received, whether by cash or check. If Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Collateral and all Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral. In connection with , Borrower and each such collectionsPerson shall receive all such items in trust for, Grantor may take (and as the sole and exclusive property of, Lender and, at Lender’s direction given after the occurrence and during the continuance of an Event of Defaultimmediately upon receipt thereof, shall takeremit the same (or cause the same to be remitted) in kind to the Lock Box Account. The amounts on deposit in such action as Grantor Lock Box Account are the sole and exclusive property of Lender. Borrower agrees that all payments made to such Lock Box Account or Lender may deem necessary or advisable to enforce collection otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities in accordance with the terms of this Agreement. Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box Account. All of such other Collateral; providedfees, howevercosts and expenses if not paid by Borrower, that may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have the right access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein. (b) Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andLiabilities, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrower's Accounts or other Collateralamounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for LenderBorrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors at Borrower's expense, notify any parties obligated on other Collateral any of the Accounts to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder. (the “Lockbox”c) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within two (the “Collateral Account”2) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of checks and cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on or Proceeds against the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Liabilities, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (d) On a monthly basis, Lender shall apply deliver to Borrower an account statement showing all collections in accordance with Section 7.7. Until such payments are so delivered to LenderLoans, such payments charges and payments, which shall be held deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in trust by Grantor for writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and as Lender’s property, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise provided in this Article IV, Grantor (a) Borrower shall continue direct all of its Account Debtors to collect, at its own expense, make all amounts due or to become due to Grantor under payments on the Accounts constituting part directly to a post office box (the "Lock Box") or, if by wire transfer, directly to the Lock Box Account; provided, that Borrower may in its reasonable business judgment direct Account Debtors to make payments to an alternate location, so long as (i) no Event of Default is then continuing and (ii) if Excess Availability is less than $5,000,000 at such time, Borrower promptly notifies Agent of any such alternate arrangement. Borrower shall establish an account (the Collateral "Lock Box Account") in Borrower's name with LaSalle, into which all payments received in the Lock Box shall be deposited, and into which Borrower will immediately deposit all payments received by Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower and each such Person shall immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. In connection with such collectionsFunds deposited in the Lock Box Account shall be the sole and exclusive property of Borrower, Grantor may take (andprovided, at Lender’s direction given after that Borrower, Agent and LaSalle agree that following the occurrence and during the continuance of an Event of Default, funds deposited in the Lock Box and Lock Box Account shall take) be under the exclusive control of Agent and LaSalle, and LaSalle will follow the instructions of Agent with respect to disposition of funds in the Lock Box and Lock Box Account without further consent from Borrower. Borrower agrees that all payments made to such action as Grantor Lock Box Account or Lender may deem necessary or advisable to enforce collection otherwise received by Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise, will, following the occurrence and during the continuance of an Event of Default, be applied on account of the Liabilities in accordance with the terms of this Agreement. Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such fees, costs and expenses if not paid by Borrower, may be paid by Agent and in such event all amounts paid by Agent shall constitute Liabilities hereunder, shall be payable to Agent by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other Collateralitems of payment or Proceeds of Collateral shall be endorsed by Borrower to LaSalle, and, if that endorsement of any such item shall not be made for any reason, LaSalle is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints LaSalle and Agent (and all Persons designated by LaSalle and Agent for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein; provided, howeverthat Agent shall not exercise any such powers described in clauses (i), that Lender shall have the right (ii) and (iii) above (except for routine Lock Box payments/proceeds) unless and until an Event of Default has occurred and is continuing. (b) Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andLiabilities, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrower's Accounts or other Collateralamounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Agent deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Agent's sole discretion, to fulfill Borrower's obligations under this Agreement and the Other Agreements and to adjust, settle allow Agent to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for LenderBorrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Agent may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors at Borrower's expense, notify any parties obligated on other Collateral any of the Accounts to make all payments payment directly to a lockbox Agent of any amounts due or to become due thereunder. (the “Lockbox”c) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained For purposes of calculating interest, fees and available funds for the benefit Loans and Letters of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original formCredit, except for endorsements where necessary. Lender shall apply all collections Agent shall, on the Collateral delivered day of receipt by Agent at its office in Chicago of payments by Borrower apply the whole or any part of such payments, first against any unpaid costs and expenses owing to it or deposited in the Collateral Account as provided in the Collateral Account Agreement Agent and/or Lenders, next to any interest and any such amount applied fees then due and payable and then to the payment of the Obligations may be applied Revolving Loans and other Liabilities in such order as Lender may elect; providedAgent shall determine in its sole discretion. (d) On a monthly basis, howeverAgent shall deliver to Borrower an account statement showing all Loans, that after an Event charges and payments, and on a periodic basis a report regarding Letters of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Credit shall be held available, which reports shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Agent in trust by Grantor for writing, specifying any error therein, within sixty (60) days of the date such account statement is sent or made available to Borrower and as Lender’s property, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after Until the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender Borrower may deem necessary or advisable to enforce make collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after all Receivables. Upon the occurrence and during the continuance of an Event of Default, without giving written notice Default (subject to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts grace and such other Collateral to cure periods) Borrower shall collect all Receivables for Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make receive all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit as trustee of Lender subject to withdrawal by Lender only. Grantor shall and immediately deposit in the Collateral Account deliver all full and partial payments on any Collateral received by Grantor to Lender in their original formform as set forth below, except for endorsements where necessaryduly endorsed in blank unless otherwise notified to the contrary by Lender. Lender shall apply all collections on the Collateral delivered to it or deposited its designee may, in the Collateral Account as provided in circumstances described below, notify account debtors that the Collateral Account Agreement Receivables have been assigned to Lender and any such amount applied to the payment of the Obligations may be applied in such order as Lender’s security interest therein. Lender may elect; providedonly give the foregoing notification to account debtors at any time when there exists and Event of Default or Incipient Default, however, that after or absent the existence of an Event of Default has occurred or Incipient Default, if in Lender’s good faith judgment, based upon credible evidence, Lender believes that (a) the proceeds of Lender’s Collateral resulting from the sale or other disposition (not otherwise permitted by this Agreement or any of the Loan Documents) are being diverted from it, or (b) the Borrower’s properties or assets are otherwise being misappropriated (the foregoing events being referred to herein as “Designated Collateral Impairment Events”). After the occurrence of and Event of Default or any Designated Collateral Impairment Event, Lender may collect the Receivables directly if elected by Lender, and charge the collection costs and expenses to Borrower’s Loan Account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Lender on account of the Obligations one (1) Business Day after receipt by Lender of good funds which have been finally credited to Lender’s account. Lender is continuingnot, however, required to credit Borrower’s Loan Account for any amount of any item of payment which is unsatisfactory to Lender in its reasonable discretion and Lender may charge Borrower’s Loan Account for the amount of any item of payment which is returned to Lender unpaid. In the event that Lender determines not to credit Borrower’s Loan Account for any item which is unsatisfactory to Lender, Lender shall apply all collections in accordance with Section 7.7. Until give prompt notice thereof to Borrower, designating the reason such payments are so delivered item was determined to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertyunsatisfactory, and shall not be commingled reasonably cooperate with any funds of Grantor. Any application of any collection to Borrower in obtaining a replacement satisfactory item or otherwise correcting the payment of any Obligation is conditioned upon final payment of any check or other instrumentreason such item was unsatisfactory.

Collections. Except as otherwise provided in this Article IV(a) Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the "Lock Box") designated by, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor and under the exclusive control of, Lender. Each Borrower shall establish an account (the "Lock Box Account") in Lender's name with Lender, into which all payments received in the Lock Box shall be deposited, and into which such Borrower will immediately deposit all payments received by such Borrower on Accounts constituting part in the identical form in which such payments were received, whether by cash or check. If a Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Collateral and all a Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral. In connection with , such collectionsBorrower and each such Person shall receive all such items in trust for, Grantor may take (and as the sole and exclusive property of, Lender and, at Lender’s direction given after the occurrence and during the continuance of an Event of Defaultimmediately upon receipt thereof, shall takeremit the same (or cause the same to be remitted) in kind to the Lock Box Account. Each Borrower agrees that all payments made to such action as Grantor Lock Box Account or Lender may deem necessary or advisable to enforce collection otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement. Each Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other Collateralitems of payment or Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower's behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower's true and lawful attorney and agent-in-fact (i) to endorse such Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; provided(ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lock box or postal box into which any of such Borrower's mail is deposited, howeverand open and process all mail addressed to such Borrower and deposited therein. (b) Lender may, that Lender shall have the right at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andObligations, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrowers' Accounts or other Collateralamounts owed to a Borrower by suit or otherwise; (ii) exercise all of such Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to such Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to such Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of such Borrower or other amount owed to such Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign such Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Borrower; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill such Borrower's obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lendersuch Borrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, whether before or after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors at Borrowers' expense, notify any parties obligated on other Collateral any of the Accounts to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder. (the “Lockbox”c) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within two (the “Collateral Account”2) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (i) checks and (ii) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of Proceeds against the Obligations may be applied in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Obligations, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (d) On a monthly basis, Lender shall apply deliver to Borrowers an account statement showing all collections in accordance with Section 7.7. Until such payments are so delivered to LenderLoans, such payments charges and payments, which shall be held deemed final, binding and conclusive upon Borrowers unless a Borrower notifies Lender in trust by Grantor for and as Lender’s propertywriting, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrowers, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except as otherwise provided in this Article IV, Grantor (a) Borrower shall continue cause Factor Sub to collect, at its own expense, all amounts due or to become due to Grantor under the forward Factor Sub Accounts constituting part Proceeds and payments of the Collateral and all other Collateral. In connection Purchase Price with respect to any Factor Sub Accounts to such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action lockbox as Grantor or Lender may deem necessary or advisable direct from time to enforce collection of the Accounts and such other Collateral; provided, however, that time. Lender shall have the right at any time after the occurrence of a Default and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do soBorrower, to notify the account debtors under any Accounts or obligors with respect to such other Collateral Factor Sub of the assignment grant of such Accounts and such other Collateral the Security Interest to Lender and to direct such account debtors or obligors notify Factor Sub to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andBorrower, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of direct. So long as no Default has occurred and is continuingcontinuing and so long as no Obligations are then owing by Borrower to Lender, Lender shall apply be deemed to have received any such Factor Sub Account Proceeds as a pure pass-through for and on account of Borrower. (b) Lender shall have the sole and exclusive power and authority to collect the Factor Sub Account Proceeds, through legal action or otherwise, and Lender may, in its sole discretion, settle, compromise, or assign (in whole or in part) any of such Factor Sub Account Proceeds, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any of such Factor Sub Accounts Proceeds. If Borrower receives payment of all collections or any portion of any of such Factor Sub Accounts or any other Factor Sub Account, Borrower shall notify Lender immediately and shall hold all checks and other instruments so received in accordance with Section 7.7. Until such payments are so delivered to trust for Lender, separate and apart from Borrower’s other property and shall deliver to Lender such payments checks and other instruments without delay. (c) Without limiting Lender’s right to apply cash proceeds to increase the balance of the Reserve Account, all amounts collected by Lender on Factor Sub Accounts Proceeds or other Collateral shall be held available (i) to repay outstanding Advances hereunder (ii) to pay other outstanding Obligations or (iii) if all Obligations have been paid in trust by Grantor full in cash or, otherwise, if Lender in its sole and absolute discretion so elects, for and as Lender’s propertyturnover to Borrower, and shall in each case not be commingled with any funds of Grantor. Any application of any collection to later than the date a check, draft or other item representing payment of any Obligation such cash proceeds is conditioned upon final payment of any check or other instrumentreceived by Lender plus five (5) days.

Collections. Except (a) The Borrowers shall notify and direct all Account Debtors promptly following written request by the Lender to make all payments on or in respect of Accounts (other than electronic funds transfers) directly to an account in the name of the Borrowers to be maintained at the Lender (the “Collection Account”). So long as otherwise provided in this Article IVno Event of Default has occurred, Grantor shall the Borrowers may continue to collectpermit electronic payments to be made to the Borrowers’ operating accounts (collectively, at its own expensethe “Operating Accounts”), all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that at the end of each Business Day, amounts remaining in the Operating Accounts will be swept into the Collection Account. The Borrowers hereby authorize the Lender to receive, endorse and/or deposit into the Collection Account in the name of the Lender or in the name of the Borrowers any and all cash, checks, drafts and other remittances received by the Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrowers hereby waive notice of presentment, protest and non-payment of any such checks, drafts or other remittances. In the event that the Borrowers directly receive any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrowers shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrowers will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (b) below, the Borrowers shall have the authority to withdraw funds from the Collection Account and use the same for the Borrowers’ general business purposes so long as such use is not inconsistent with the provisions of this Agreement. Until an Event of Default exists or occurs, the Lender, on each Business Day will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the Borrowers to receive electronic payments into the Operating Accounts, whereupon all Account Debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrowers to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrowers’ access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrowers and drawn upon the Collection Account, all without any liability whatsoever on the part of the Lender to the Borrowers or to any other person for having done so, (ii) any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory received by the Borrowers and held in trust for the Lender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in precisely the form received, except for the addition thereto of the endorsement of the Borrowers where required for collection of any such checks, drafts or other remittances which endorsement the Borrowers agree to make and with respect to such checks, drafts and other remittances the Borrowers waives notice of presentment, protest and non-payment and (iii) the Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice from time to Grantor of Lender’s intention time to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof apply funds held by it in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of all or any part of the Obligations may be applied Obligations, whether matured or unmatured, in such order and manner as the Lender may elect; provided, however, that after an Event of Default has occurred determine in its sole discretion. KEYW and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for Subsidiaries Credit and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.Security Agreement

Collections. Except as (a) Unless otherwise provided agreed in this Article IVthe Receivables Purchase Agreement, Grantor the Collection Agent shall, on each Business Day, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Collection Agent. (b) In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall continue so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to collectbe remitted, all Collections so deposited which are identified, to the Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables to the Seller. (c) On each Monthly Payment Date, the Purchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its own expenseoption, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Receivables Purchase Agreement have been paid in full and all amounts due then required to be set aside by the Purchaser or to become due to Grantor the Collection Agent under the Accounts constituting part Receivables Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Purchaser which is not required to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of other obligations of the Obligations may be applied in such order as Lender may electPurchaser; provided, howeverand provided further, that after no such payment shall be made at any time when an Event of Default has Termination shall have occurred and is be continuing. At such time following the Facility Termination Date when all Capital, Lender Yield, Fees and other amounts owed by the Purchaser under the Receivables Purchase Agreement shall apply have been paid in full, the Purchaser shall apply, on each Business Day, all collections in accordance with Collections of Transferred Receivables received by the Purchaser pursuant to Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for 2.03(a) (and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection previously distributed) first to the payment of any Obligation is conditioned upon final payment accrued interest on the Deferred Purchase Price, and then to the reduction of any check or other instrumentthe principal amount of the Deferred Purchase Price.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Each Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections such Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a monthly bank statement or a detailed cash receipts journal on Friday of each week and with each Advance Request as otherwise provided in this Article IV, Grantor shall continue of no earlier than 3 business days prior to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part date of the Collateral Advance Request until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrowers shall use the Lockbox address as the remit to and payment address for all of Borrowers’ Collections from Account Debtors, and Borrowers shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other Collateralmeans as Lender may direct for deposit to the Lockbox or Collection Account. In connection with such collections, Grantor may take It will be considered an immediate Event of Default if this does not occur or the Lockbox is not operational within 60 days of the date of this Agreement. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to Borrowers’ Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received (provided that Lender shall use its commercially reasonable efforts to deposit the Collections deposited into the Control Account to the outstanding Account Balance within one business day); provided that upon the occurrence and during the continuance of an any Event of Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrowers’ Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as otherwise provided in Paragraph 11 of this Article IVMaster Repurchase Agreement, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part each of the Collateral Sellers shall hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other Collateral. In connection with such collectionsincome (including, Grantor may take (andwithout limitation, at Lender’s direction given after the occurrence and during the continuance tax escrow payments), received by or on behalf of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection any of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors Sellers with respect to such other Collateral Purchased Mortgage Assets sold by it (collectively, "Purchased Asset Income"). To the extent required under the Loan Agreement, each of the assignment Sellers shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account. On each Settlement Date, the Buyer shall pay to each of such Accounts the Sellers accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and such other Collateral to Lender and to direct such account debtors the Buyer may, at its option, prepay in whole or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at in part the expense of Grantor, to enforce collection principal amount of any such Accounts or Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the related Transferred Mortgage Assets after all other Collateral, and to adjust, settle or compromise amounts then due from the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights Buyer under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received Loan Agreement have been paid in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received all amounts then required to be set aside by Grantor the Buyer or the Servicer under the Loan Agreement have been so set aside or (ii) excess cash flow from operations of the Buyer which is not required to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount be applied to the payment of other obligations of the Obligations may be applied in such order as Lender may electBuyer; provided, howeverand provided further, that after no such payment shall be made at any time when an Event of Default has shall have occurred and is be continuing. At such time following the Termination Date when all principal, Lender interest and other amounts owed by the Buyer under the Loan Agreement shall apply have been paid in full, the Buyer shall apply, on each Settlement Date, all collections in accordance with Section 7.7. Until such payments are so delivered Collections of Transferred Mortgage Assets deposited to Lender, such payments shall be held in trust by Grantor for the Collection Account pursuant to this Paragraph 5 (and not previously distributed) ratably as Lender’s property, and shall not be commingled with any funds between each of Grantor. Any application of any collection the Sellers first to the payment of accrued interest on each related Deferred Purchase Price, and then to the reduction of the principal amount of each related Deferred Purchase Price. Notwithstanding any Obligation is conditioned upon final payment provision to the contrary in this Paragraph 5, the Buyer and the Sellers may agree that any of the Sellers may transfer to the Buyer all or a portion of the Income with respect to Transferred Mortgage Assets under the agreed terms of any check or other instrumentSale and for payments by such Seller to the Buyer based upon accruals of that Income while the Buyer owns the Transferred Mortgage Assets.

Collections. Except as otherwise provided (i) Implement and maintain adequate measures to provide standing instructions to each Obligor by not later than the Notice Compliance Date (First) to remit all payments in this Article IV, Grantor shall continue connection with the Pool Receivables to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral Account. The Borrower will (i) instruct the Collection Account Bank to promptly (and all other Collateral. In connection with such collectionsin any event within three Business Days (or, Grantor may take (andin the case of any unapplied funds, at Lender’s direction given after within five Business Days) of receipt of funds in the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do soCollection Account), to notify (A) promptly identify the account debtors under any Accounts or obligors with respect to funds constituting Collections, (B) segregate such Collections from the other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof funds on deposit in the same manner Collection Account and (C) transfer all such Collections to the same extent as Grantor might have done, but unless Collateral Account and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at (ii) promptly (and in any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”event within one Business Day) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in into the Collateral Account all full Collections received directly by the Borrower or the Servicer and partial at all times prior to such deposit, the Borrower or the Servicer, as applicable, will itself hold such payments on in trust for the exclusive benefit of the Agent and the Lenders. Neither the Borrower nor the Servicer shall grant any Collateral received by Grantor Adverse Claim on, or the right to Lender in their original formtake dominion and control of, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account to any Person at any time, whether presently or at a future time or upon the occurrence of a future event, except to the Agent as provided in contemplated by this Agreement. Each of the Servicer and the Borrower shall properly maintain the Collateral Account Agreement and take all such actions as are reasonably necessary to preserve its existence. Neither the Borrower nor the Servicer shall permit any such amount applied funds to be remitted to the payment Collateral Account other than Collections. (ii) Borrower will cause the Collateral Account to be subject at all times to an account control agreement in form and substance acceptable to the Agent that is in full force and effect. The Borrower will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, Collateral Account and shall not be commingled with grant any funds Adverse Claim on, or the right to take dominion and control of Grantor. Any application the Collateral Account or the related lockbox to any Person at any time, whether presently or at a future time or upon the occurrence of any collection a future event, except to the payment of Agent as contemplated by this Agreement. (iii) Borrower will, within one Business Day after the date hereof, cause to be remitted to the Collateral Account all Collections remitted by any Obligation is conditioned upon final payment of any check or other instrumentObligor on the Pool Receivables during the period from the Cut-Off Date to the date hereof.

Collections. Except as (a) Unless otherwise provided in this Article IVagreed, Grantor the Collection Agent shall, on each Settlement Date, deposit into an account of the Purchaser or the Purchaser's assignee all Collections of Purchased Assets then held by the Collection Agent. (b) In the event that a Seller believes that Collections which are not Collections of Purchased Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, such Seller shall continue notify the Collection Agent who shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to collectbe remitted, all Collections so deposited which are identified, to the Purchaser's satisfaction, to be Collections of Receivables which are not either Purchased Receivables or Participated Receivables to the applicable Seller. (c) On each Settlement Date, the Purchaser shall pay to the applicable Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its own expenseoption, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Purchased Assets after all other amounts then due from the Purchaser under the Secondary Purchase Agreement and from the Borrower under the Financing Agreement have been paid in full and all amounts due or then required to become due to Grantor be set aside by the Purchaser under the Accounts constituting part Secondary Purchase Agreement and by the Borrower or the Collection Agent under the Financing Agreement have been so set aside or (ii) excess cash flow from operations of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Purchaser which is not required to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of other obligations of the Obligations may be applied in such order as Lender may electPurchaser under the Secondary Purchase Agreement; provided, howeverand provided further, that after no such payment shall be made at any time when an Event of Default has Termination shall have occurred and is be continuing. At such time following the Facility Termination Date when all Principal, Lender Yield and other amounts owed by the Purchaser under the Secondary Purchase Agreement and by the Borrower under the Financing Agreement shall apply have been paid in full, the Purchaser shall apply, on each Settlement Date, all collections in accordance with Collections of Purchased Assets received by the Purchaser pursuant to Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for 2.03(a) (and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection previously distributed) first to the payment of any Obligation is conditioned upon final payment accrued interest on the Deferred Purchase Price, and then to the reduction of any check or other instrumentthe principal amount of the Deferred Purchase Price.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Defaultdirection, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that that, Lender shall have the right at any time after the occurrence and during the continuance of an a Default or Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of at Lender subject to withdrawal by Lender only. After the earliest to occur of a Default or Event of Default, Lender’s exercise of its rights to direct account debtors or other obligors on any Collateral to make payments directly to Lender or to require Grantor to establish a Lockbox, Grantor shall immediately deposit in the Collateral Account deliver all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all Lender, at its sole discretion, may hold any collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any cash collateral or may apply such amount applied collections to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided in this Article IV(a) The Trustee shall deposit to the Collection Account all Net Proceeds it receives from the Issuer daily, Grantor shall continue on the day on which such amounts are received. The Issuer may arrange for daily automated clearing house ("ACH") debit pursuant to collect, at its own expense, which all amounts due Net Proceeds are automatically transferred to the Collection Account or to become due the "Funding Account" (the "Funding Account") maintained by The Chase Manhattan Bank, as agent for the REMIC Servicer, pursuant to Grantor under that certain P&I Advance Disbursement and Purchase Administration Agreement, of even date herewith, among OAC, the Issuer, the Trustee and The Chase Manhattan Bank, as OAC's agent, from the Certificate Accounts constituting maintained pursuant to the REMIC Pooling Agreements. In the event Net Proceeds are transferred to the Funding Account, the REMIC Servicer hereby authorizes and directs the Trustee to withdraw such Net Proceeds from the Funding Account and deposit them into the Collection Account. (b) On each Payment Date, the Trustee shall transfer from the Collection Account to the Note Payment Account all Available Funds on deposit in the Collection Account. Other than as specifically contemplated pursuant to Section 4.03, the REMIC Servicer, the Issuer, the Verification Agent or the Trustee shall not remit to the Note Payment Account, and each shall take all reasonable actions to prevent other Persons from remitting to the Note Payment Account, amounts which do not constitute payments, collections or recoveries received, made or realized in respect of the Receivables or the initial cash deposited by the Noteholders with the Trustee on the Closing Date, and the Trustee will return to the Issuer or the REMIC Servicer any such amounts upon receiving written evidence reasonably satisfactory to the Trustee that such amounts are not a part of the Collateral and all other CollateralTrust Estate. (c) On each Business Day on which the Trustee receives a remittance of Net Proceeds from the Issuer or withdraws Net Proceeds from the Funding Account, the Trustee shall deposit such amounts received into the Collection Account. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and On any Business Day during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable Funding Period on which the Issuer wishes to enforce collection receive a payment in respect of the Accounts and such other Collateral; providedTransferor Interest, howeverthe Issuer shall deliver, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice or cause to Grantor of Lender’s intention to do sobe delivered, to notify the account debtors under any Accounts or obligors with respect Trustee and the Initial Noteholders a report demonstrating the Issuer's right to receive such other payment (a "Transferor Interest Payment Report"), demonstrating that the Collateral Requirement is satisfied on such date, and stating the amount of the assignment Transferor Interest as of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender anddate, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors funds on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full on such date, the amount of the Required Expense Reserve for the next upcoming Payment Date, and partial payments the amount to be paid to the Issuer pursuant to this Section 4.02(c). The Trustee shall be entitled to rely conclusively on any Collateral received by Grantor such Transferor Interest Payment Report. The Transferor Interest Payment Report on any Funding Date may be part of the related Funding Date Report, and no report separate from the Funding Date Report shall be required for a Transferor Interest payment that is to Lender in their original form, except for endorsements where necessarybe made on a Funding Date. Lender shall apply all collections on If the Collateral delivered to it or deposited in Requirement is satisfied, then the Collateral Account as provided in Trustee shall withdraw from the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s propertyCollection Account, and shall not be commingled with any funds of Grantor. Any application of any collection remit to the Issuer, cash in an amount equal to the lesser of (1) the amount of the Transferor Interest and (2) the amount by which (x) funds on deposit in the Collection Account exceed (y) the amount of the Required Expense Reserve for the next upcoming Payment Date. For purposes of this Section 4.02(c), to the extent the Trustee receives Net Proceeds from the Issuer later than 2:00 PM Eastern time on a Business Day, such funds shall be deemed to have been received on the following Business Day. Notwithstanding the foregoing, no payment in respect of any Obligation is conditioned upon final payment the Transferor Interest shall be made during the period from the end of any check or other instrumenta Collection Period through the Payment Date occurring in the following month.

Collections. Except as otherwise provided (a) As used herein, the term “EBITDA Shortfall” shall mean that for any month, Borrower’s actual EBITDA is less than the EBITDA shown in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due Borrower's EBITDA Projections for that month by a percentage factor of fifteen percent (15%) or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateralmore. In connection with such collections, Grantor may take (and, at Lender’s direction given after the Upon occurrence and during the continuance of an Event of DefaultEBITDA Shortfall for any month which continues for a second consecutive month, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after to declare that a cash management event (a “Lock Box Event”) has occurred, and unless and until a Lock Box Reset Event (as defined below) occurs, Lender shall have the following rights to collect Borrower's cash payments. Following occurrence of a Lock Box Event, Lender shall have the right to direct Borrower to cause all of its Account Debtors to make all payments on the Accounts to a post office box (the “Lock Box”) designated by, and during under the continuance exclusive control of Lender or another financial institution acceptable to Lender. Upon direction by Lender, Borrower shall establish an Event of Defaultaccount (the “Lock Box Account”) in Borrower’s name with a financial institution acceptable to Lender, without giving written notice to Grantor of Lender’s intention to do sointo which all payments received in the Lock Box shall be deposited, to notify the account debtors under any Accounts or obligors and into which Borrower will immediately deposit all payments received by Borrower with respect to such Accounts of Borrower and other Collateral in the identical form in which such payments were made, whether by cash or check. Following occurrence of the assignment a Lock Box Event, if Borrower, any Affiliate or Subsidiary of such Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts Borrower or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to adjustbe remitted) in kind to the Lock Box Account. The financial institution with which the Lock Box Account is established shall acknowledge and agree, settle or compromise in a manner satisfactory to Lender, that the amount or payment thereof amounts on deposit in such Lock Box Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the same manner Lock Box and Lock Box Account without further consent from Borrower, that such financial institution has no right to setoff against the same extent as Grantor might have doneLock Box Account or against any other account maintained by such financial institution into which the contents of the Lock Box Account are transferred, but unless and until Lender does so or gives Grantor other instructions, Grantor that such financial institution shall make all collections for Lender. In addition wire to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor otherwise transfer to Lender in their original formimmediately available funds in a manner satisfactory to Lender, except for endorsements where necessaryfunds deposited in the Lock Box Account on a daily basis as such funds are collected. For purposes of calculating interest on the Liabilities, three (3) business days after receipt by Lender of good Funds), Lender shall apply all (conditional upon final collection) the whole or any part of such collections on or Proceeds against the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may elect; providedshall determine in its sole discretion. Borrower agrees that all payments deposited to such Lock Box Account or otherwise received by Lender, howeverwhether in respect of the Accounts of Borrower or as Proceeds of other Collateral or otherwise, that after an Event will be applied on account of Default has occurred and is continuing, Lender shall apply all collections the Liabilities in accordance with Section 7.7the terms of this Agreement. Until such payments are so delivered Borrower agrees to Lenderpay all fees, such payments shall be held costs and expenses which Lender incurs in trust connection with opening and maintaining the Lock Box Account and depositing for collection by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of Lender any check or other item of payment received by Lender on account of the Liabilities. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s behalf. For the purpose of this Paragraph, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Tangible Chattel Paper of Borrower, document, instrument, invoice or similar document or agreement relating to any Account of Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein.

Collections. Except (a) Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box ("LOCK BOX") with a financial institution acceptable to, and in the name and under exclusive control of, LaSalle. Borrower shall establish an account ("BLOCKED ACCOUNT") in LaSalle's name for the benefit of Borrower with a financial institution acceptable to LaSalle, into which all payments received in the Lock Box shall be deposited, and into which Borrower will immediately deposit all payments made for Inventory or services sold or rendered by Borrower and received by Borrower in the identical form in which such payments were made, whether by cash or check. If Borrower, any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, LaSalle and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. Each financial institution with which a Lock Box and Blocked Account are established shall acknowledge and agree, in a manner satisfactory to LaSalle, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of LaSalle, that such financial institution has no right to set off against such Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of such Blocked Account are transferred, and that such financial institution shall wire, or otherwise provided transfer in immediately available funds in a manner satisfactory to LaSalle, funds deposited in the Blocked Account on a daily basis as such funds are collected. Borrower agrees that all payments made to the Blocked Account established by Borrower or otherwise received by LaSalle, whether in respect of the Accounts of Borrower or as proceeds of other Collateral of Borrower or otherwise, will be applied on account of the Liabilities of Borrower in accordance with the terms of this Article IVAgreement. Borower agrees to pay all fees, Grantor costs and expenses which Borrower incurs in connection with opening and maintaining a Lock Box and Blocked Account. All of such fees, costs and expenses which remain unpaid by Borrower pursuant to any Lock Box or Blocked Account Agreement with Borrower, to the extent same shall continue have been paid by LaSalle hereunder, shall constitute Revolving Loans hereunder, shall be payable to collectLaSalle by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to LaSalle in kind shall be indorsed by Borrower to LaSalle, and, if that indorsement of any such item shall not be made for any reason, LaSalle is hereby irrevocably authorized to indorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints LaSalle (and all Persons designated by LaSalle for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to indorse Borrower's name upon said items of payment and/or proceeds of Collateral of Borrower and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited; and (iv) open and process all mail addressed to Borrower and deposited therein; PROVIDED, HOWEVER, that LaSalle shall not exercise any such powers described in subparagraphs (i), (ii) (except for routine lock box payments/proceeds) and (iv) unless and until an Event of Default has occurred. (b) LaSalle may, at its own any time and from time to time after the occurrence of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Liabilities, (i) enforce collection of any of Borrower's Accounts or contract rights by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect any Accounts; (iii) surrender, release or exchange all or any part of any Accounts of Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as LaSalle deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor indebted on an Account of Borrower; and (vi) do all other acts and things which are necessary, in LaSalle's sole discretion, to fulfill Borrower's obligations under this Agreement and to allow LaSalle to collect the Accounts. In addition to any other provision hereof, LaSalle may at any time on or after the occurrence of an Event of Default, at Borrower's expense, all notify any parties obligated on any of the Accounts of Borrower to make payment directly to LaSalle of any amounts due or to become due to Grantor under thereunder. (c) For the Accounts constituting purpose of determining Borrower's Borrowing Base hereunder, LaSalle shall, upon receipt by LaSalle at its office in Chicago, Illinois, of cash or other immediately available funds from collections of items of payment and proceeds of any Collateral, apply the whole or any part of such collections or proceeds against the Collateral and all other Collateral. Liabilities in such order as LaSalle shall determine in its sole discretion. (d) In connection with such collectionsits sole credit judgment, Grantor may take (andwithout waiving or releasing any obligation, at Lender’s direction given after liability or duty of Borrower under this Agreement or the occurrence and during the continuance of an Other Agreements or any Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after or times hereafter, LaSalle may (but shall not be obligated to) pay, acquire or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person in, upon or against the occurrence Collateral. All sums paid by LaSalle in respect thereof and during the continuance of an Event of Defaultall costs, fees and expenses (including, without giving written notice limitation, reasonable attorneys' fees for both inside and outside counsel, all court costs and all other charges relating thereto) incurred by LaSalle shall constitute Revolving Loans, payable by Borrower to Grantor LaSalle on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. (e) Immediately upon Borrower's receipt of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral portion of the Collateral evidenced by an agreement, Instrument or Document including, without limitation, any Chattel Paper, Borrower shall deliver the original thereof to LaSalle together with an appropriate indorsement or other specific evidence of assignment of such Accounts thereof to LaSalle (in form and such other Collateral substance acceptable to Lender and to direct such account debtors LaSalle). If an indorsement or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection assignment of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and items shall not be commingled with made for any funds reason, LaSalle is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to indorse or assign the same on Borrower's behalf. (f) LaSalle shall render to Borrower each month a statement of Grantor. Any application Borrower's account or accounts, as the case may be, which shall constitute an account stated and shall be deemed to be correct and accepted by and be binding upon Borrower unless LaSalle receives a written statement of any collection Borrower's exceptions thereto within thirty (30) days after such statement was rendered to the payment of any Obligation is conditioned upon final payment of any check or other instrumentBorrower.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this Article IV, Grantor shall continue to collect, at its own expense, all amounts due does not occur or to become due to Grantor under the Accounts constituting part Lockbox is not operational within 60 days of the Collateral and all other Collateral. In connection with such collections, Grantor may take Closing Date. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to Borrower’s Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account ▇▇▇▇▇▇▇.3 1 ( BFA – ABL) Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, transfer and deliver to Lender all domestic Collections Borrower receives for deposit into the Domestic Collection Account, and all foreign Collections Borrower receives for deposit into the EXIM Collection Account, and (ii) at all times maintain a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the applicable Collection Account. Borrower shall use the Lockbox address as otherwise provided the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the applicable Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or the applicable Collection Account. (b) At Lender’s option, Lender may either (i) transfer all Collections deposited into the Collection Accounts to Borrower’s Account, or (ii) apply the Collections deposited into the Collection Accounts to the outstanding Account Balance, in this Article IVeither case, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part within three business days of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue All payments by Borrowers to collect, at its own expense, all amounts due or Lender with respect to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedCollateral shall be forwarded by Borrowers to the Collections Account, however, provided that Borrowers shall establish a lockbox under the control of Lender to which all Account Debtors shall be directed to forward payments with respect to the Accounts. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lenderright, at any time after the occurrence and during the continuance of a Default whether or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after not an Event of Default has occurred exists, to contact directly any or all Account Debtors to ensure that payments on the Accounts are directed to Lender or to the lockbox. To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. All payment items received by any Borrower with respect to the Accounts and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments other Collateral shall be held in trust by Grantor such Borrower, as trustee of an express trust, for and as Lender’s property, benefit and shall not be commingled with any Borrower’s other funds and shall be deposited promptly by such Borrower to the Collections Account. All such payment items shall be the exclusive property of GrantorLender upon the earlier of the receipt thereof by Lender or by any Borrower. Any application of Each Borrower hereby grants to Lender a Lien upon all items and balances held in any collection to lockbox and the Collections Account as security for the payment of the Obligations, in addition to and cumulative with the general security interest in all other assets of each Borrower (including all Deposit Accounts) as provided elsewhere in this Agreement or any Obligation is conditioned upon final payment of other Loan Document. Lender shall be entitled to apply immediately to the Obligations any wire transfer, check or other instrumentitem of payment received by Lender, but interest shall continue accruing on the amount of such wire transfer, check or other payment item for the number of collection days set forth in Item 11 of the Terms Schedule after the date that the proceeds of such wire transfer, check or other payment item become good, collected funds.

Collections. Except as otherwise provided in this Article IV, each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender▇▇▇▇▇▇’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.account

Collections. Except for the Hawker Account, each of the Collection Accounts is maintained either in the name of Seller or in the name of the applicable Originator as otherwise provided in this Article IVa servicer for Seller and is listed on Schedule B hereto. Seller (or the Master Servicer on its behalf) shall, Grantor and shall continue to collectcause the applicable Originator to, at its own expenseall times, instruct all amounts due Obligors to deliver payments on the Receivables to a Collection Account that, except in the case of the Hawker Account, is subject to a Control Agreement, or to become due to Grantor under a Lock-Box that clears through a Collection Account that, except in the Accounts constituting part case of the Collateral Hawker Account, is subject to a Control Agreement. Seller (or the Master Servicer on its behalf) shall, and shall cause the applicable Originator to promptly (but in any event within two (2) Business Days after receipt and identification) remit all Collections received by them to a Collection Account that, except in the case of the Hawker Account, is subject to a Control Agreement. Seller (or the Master Servicer on its behalf) shall, and shall cause the applicable Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and transfer such Collections to a Collection Account. Seller will not authorize funds other Collateralthan Collections to be deposited into any Collection Account. In connection with If such collectionsother funds are nevertheless deposited into any Collection Account, Grantor may take Seller (or the Master Servicer on its behalf) will within two (2) Business Days of obtaining knowledge thereof, identify and transfer such funds to the Person entitled to such funds. Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Bank to those listed on Schedule B to this Agreement if the Administrative Agent has received notice of such addition and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral a Collection Account, an executed and acknowledged copy of a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Bank. Seller shall only terminate a Control Agreement or close a Collection Account (or a related Lock-Box) with the prior written consent of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors Purchasers (which consent shall not be unreasonably withheld or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lenderdelayed). All payments Collections received in the Lockbox Hawker Account shall be transferred swept each Business Day to a special bank account (the “Collateral Account”) maintained for the benefit of Lender Collection Account that is subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenta Control Agreement.

Collections. Except as otherwise provided in this Article IV, Grantor shall continue to collectBorrower will, at its own expenseBorrower's expense and in the manner requested by Lender from time to time, direct that all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral remittances and all other Collateralproceeds of accounts and other Collateral be sent to a lock box designated by Lender, and deposited into a bank account selected by Lender with acceptable arrangements with the bank providing among other things, that following the occurrence of an Event of Default all funds deposited in the bank account shall be transferred solely to Lender. Borrower shall bear all risk of loss of any funds deposited into such account. In connection therewith, Borrower shall execute such lock box and bank account agreements as Lender shall specify. Any collections or other proceeds received by Borrower shall be held in trust for Lender and Borrower shall cause all such collections or other proceeds to be remitted immediately to Lender in kind. Borrower will cause Ride Canada to collect all of Ride Canada's accounts and other proceeds of Collateral and promptly deposit such collections and proceeds in a bank account selected by Lender with arrangements with such collections, Grantor may take (and, at Lender’s direction given after bank that Ride Canada will have access and control of such account but that upon notice by Lender to the bank of an occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Lender Ride Canada shall have the no right of withdrawal or use of any funds in such account and all funds at any time after deposited in such account shall be promptly transferred and deposited into a bank account maintained in the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor name of Lender’s intention . Borrower shall cause Bank Canada to do so, to notify the execute such bank account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and agreements relating to the same extent foregoing as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement specify. Bank Canada shall also acknowledge and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, agree that after following an Event of Default has occurred and is continuing, Lender shall apply all any collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments of accounts or other proceeds shall be held in trust by Grantor for Lender and as be immediately deposited into the above account or be remitted to Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

Collections. Except as otherwise provided in this Article IV, Grantor The Indenture Trustee shall continue review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part Section 8.09 of the Collateral Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and all other Collateral. In connection with promptly deposit such collectionsamount in the Collection Account; or, Grantor may take (and, at Lender’s direction given after if the occurrence Notes shall have been declared to be due and during the continuance of payable under Section 5.02 following an Event of Default, shall takefor any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) such action as Grantor through (vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or Lender may deem necessary or advisable to enforce collection (vi) in an amount in excess of the Accounts and such other Collateral; providedamount, howeverif any, that Lender required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall have withdraw or direct the right at any time after Servicer to withdraw from the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do soSpread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the account debtors under Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in any Accounts or obligors event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andPolicy. The Indenture Trustee shall, immediately upon such notification and at the expense of Grantorreceipt, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Collection Account all full and partial payments on any Collateral funds received by Grantor the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Payment Date are insufficient to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections pay current and past due Insurance Premiums on the Collateral delivered Policy, or any amounts owing to it or deposited the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Indenture Trustee of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Collateral Spread Account as provided (after giving effect to any withdrawal to satisfy a deficiency in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; providedMonthly Servicing Fee, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments Monthly Interest or Monthly Principal) shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection available to the payment of any Obligation is conditioned upon final payment of any check or other instrumentcover such deficiency.

Collections. Except (a) Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in the remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this Article IV, Grantor shall continue to collect, at its own expense, all amounts due does not occur or to become due to Grantor under the Accounts constituting part Lockbox is not operational within 60 days of the Collateral and all other Collateral. In connection with such collections, Grantor may take date of this Agreement. (and, at b) At Lender’s direction given after option, Lender may either (i) transfer all Collections deposited into the Collection Account to Borrower’s Account, or (ii) apply the Collections deposited into the Collection Account to the outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of an Event of any Default, shall take) Lender may apply all Collections to the Obligations in such action order and manner as Grantor Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender may deem necessary does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or advisable applied to enforce collection the Account Balance shall be reversed as of the Accounts and such other Collateral; provideddate transferred or applied, howeveras applicable, that and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have the right at any time after the occurrence and during the continuance of an Event of Defaulthave, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and goods related to the same extent as Grantor might have doneReceivables, but unless all the rights and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights remedies of an unpaid seller under the preceding sentence to this SectionUCC and other applicable law, Lenderincluding the rights of replevin, at any time after the occurrence claim and during the continuance of a Default or Event of Defaultdelivery, may require that Grantor instruct all current reclamation and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received stoppage in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumenttransit.

Collections. Except as otherwise provided (a) Borrower shall establish and maintain a lockbox (the “Lockbox”) with a United States depository institution designated from time to time by Lender (the “Lockbox Bank”), subject to the provisions of this Agreement for receivables from Account Debtors. Borrower shall execute with the Lockbox Bank a lockbox agreement for the Account Debtor Collection Lockbox Account in this Article IVform and substance acceptable to Lender, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Lender’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; providedagreements related to such lockbox agreement as Lender may require. Borrower shall ensure that all collections of Accounts on which Account Debtors are obligated are paid directly into the Lockbox for deposit into the Account Debtor Collection Lockbox Account, howeverand that all funds deposited into the Account Debtor Collection Lockbox Account are immediately transferred into a depository account owned by the Lender (the “Concentration Account”). (b) Notwithstanding anything in any lockbox agreement to the contrary, Borrower agrees that it shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockboxes and Lockbox Accounts, and that Lender shall have no liability therefor. Borrower further acknowledges and agrees that, to the extent such fees and charges are not paid by Borrower directly but are satisfied using collections in the Lockbox Accounts, such fees and charges shall be deemed to be Revolving Credit Loans made by Lender hereunder and, to the extent that the payment of such fees or charges by Borrower as provided herein results in any overadvance under this Agreement, Borrower agrees to immediately (upon notice) repay to Lender the amount of such overadvance. Borrower agrees to indemnify and hold Lender harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from or relating to actions of Lender or the Lockbox Bank pursuant to this Section 2.3 or any lockbox agreement, other than if such liability, claim, loss or demand arises due to the gross negligence or willful misconduct of Lender or the Lockbox Bank, as determined by a court of competent jurisdiction. (c) Borrower agrees that all payments made to the Concentration Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment and insurance proceeds applied pursuant to Section 5(h)), will be applied on account of the Obligations in accordance with the terms of this Agreement. (d) Subject to all applicable law, Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor and whether before or after the maturity of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender andObligations, upon such notification and at the expense of Grantor, to (i) enforce collection of any such of Borrower’s Accounts or other Collateralamounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any Indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill Borrower’s obligations under this Agreement and the Other Agreements and to adjust, settle allow Lender to collect the Accounts or compromise the amount or payment thereof in the same manner and other amounts owed to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for LenderBorrower. In addition to its rights under the preceding sentence to this Sectionany other provision hereof, Lender, Lender may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral at Borrower’s expense, notify Account Debtors to make all payments payment directly to a lockbox Lender of any amounts due or to become due thereunder (and once such notice has been given to an Account Debtor, Borrower shall not give any contrary instructions to such Account Debtor during the “Lockbox”continuance of an Event of Default without Lender’s prior written consent). (e) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account For purposes of calculating interest and fees, Lender shall, within three (the “Collateral Account”3) maintained for the benefit of Lender subject to withdrawal Business Days after receipt by Lender only. Grantor shall at its office in Chicago, Illinois of (i) checks and (ii) cash or other immediately deposit in available funds from collections of items of payment and Proceeds of any Collateral, apply the Collateral Account all full and partial payments on whole or any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all part of such collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of Proceeds against the Obligations may be applied in such order as Lender may elect; providedshall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, howeverchecks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Obligations, that after an Event in such order as Lender shall determine in its sole discretion, on the day of Default has occurred and is continuingreceipt, subject to actual collection. (f) On a monthly basis, Lender shall apply deliver to Borrower an account statement showing all collections in accordance with Section 7.7. Until such Loans, charges and payments are so delivered to Lender, such payments which shall be held deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in trust by Grantor for and as Lender’s propertywriting, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower, and any such notice shall not be commingled with any funds of Grantor. Any application of any collection only constitute an objection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentitems specifically identified.

Collections. Except (a) During the Collection Period (and in any event, no less frequently than bimonthly), the Company shall, or, if applicable, shall cause its Affiliate to, send all checks and other items of payment on the Seller Receivables solely to the Seller Lockbox. If the Company or any of its Post-Closing Company Affiliates receives any cash Collections of the Seller Receivables during the Collection Period, the Company shall, or, if applicable, shall cause such Post-Closing Company Affiliate to, promptly (and in any event within one calendar week after receipt thereof unless the parties agree otherwise in writing) deposit such Collections in the Seller Lockbox or the Seller Collection Account. Prior to deposit into the Seller Lockbox or the Seller Collection Account, as otherwise provided applicable, the Company or such Post-Closing Company Affiliate will hold all such checks and items of payment in this Article IVrespect of the Seller Receivables in trust for the benefit of the Seller. At all times after the Collection Period (and in any event, Grantor no less frequently than bimonthly), the Company or such Post-Closing Company Affiliate, in its discretion, shall either (i) return all checks, drafts, cash Collections and other forms of payment in respect of the Seller Receivables to the related Obligor or (ii) continue to collectremit all checks, at drafts, cash Collections and other forms of payment as set forth above. (b) During the Collection Period (and in any event, no less frequently than bimonthly), the Seller shall, or, if applicable, shall cause its own expenseAffiliate to, send all amounts due checks and other items of payment on the Company Receivables solely to the Company Lockbox. If the Seller or to become due to Grantor under the Accounts constituting part an Affiliate thereof receives any cash Collections of the Collateral Company Receivables during the Collection Period, the Seller shall, or, if applicable, shall cause its Affiliate to, promptly (and in any event within one calendar week after receipt thereof unless the parties agree otherwise in writing) deposit such Collections in the Company Lockbox or the Company Collection Account. Prior to deposit into the Company Lockbox or the Company Collection Account, as applicable, the Seller or such Affiliate will hold all other Collateralsuch checks and items of payment in respect of the Company Receivables in trust for the benefit of the Company. In connection with such collections, Grantor may take (and, at Lender’s direction given At all times after the occurrence Collection Period (and in any event, no less frequently than bimonthly), the Seller or such Affiliate, in its discretion, shall either (i) return all checks, drafts, cash Collections and other forms of payment in respect of the Company Receivables to the related Obligor or (ii) continue to remit all checks, drafts, cash Collections and other forms of payment as set forth above. (c) To the extent the Company or any Post-Closing Company Affiliate, on the hand, or the Seller or its Affiliates, on the other hand, receives any Joint-Customer Collection during the continuance of an Event of DefaultCollection Period (such party, the “Joint-Customer Receiving Party”), the Joint-Customer Receiving Party shall take) apply such action as Grantor or Lender may deem necessary or advisable Joint-Customer Collection to enforce collection the outstanding accounts receivable of the Accounts and such other Collateral; provided, however, that Lender shall have Obligor thereunder in the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors order in which they were originated with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentObligor.

Collections. Except as otherwise provided in this Article IV, Grantor Each Loan Party shall continue to collect, at its own expense, cause all amounts due or to become due to Grantor under the Accounts constituting part proceeds of the Collateral to be deposited into the Lockbox Master Account for application to or at the direction of the Administrative Agent as provided for in the Lockbox Intercreditor Agreement. In the event the Borrower and the Administrative Agent consent to the termination of the Lockbox Intercreditor Agreement as to the Collateral or, during the existence of any Default, the Administrative Agent otherwise elects, each Loan Party shall then make such arrangements (through a separate lockbox or otherwise) as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more deposit accounts maintained with the Administrative Agent or at other bank(s) reasonably acceptable to the Administrative Agent subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent. The Lockbox Master Account and all other Collateraldeposit accounts maintained with or otherwise under the control of the Administrative Agent into which proceeds of the Collateral are deposited are hereinafter collectively referred to as the “Assigned Accounts”. In connection with such collections, Grantor may take (Any proceeds of Collateral received by any Loan Party shall be promptly deposited into an Assigned Account and, at Lender’s direction given after until so deposited, shall held by it in trust for the Administrative Agent and the Lenders, provided, for the avoidance of doubt, prior to the occurrence and during the continuance of an Event of Default, Borrower shall takehave free use and enjoyment of such funds and shall have no obligations to deposit them into any Assigned Account other than the Lockbox Master Account. Each Loan Party acknowledges and agrees that the Administrative Agent has (and is hereby granted to the extent it does not already have) such action as Grantor or Lender may deem necessary or advisable a Lien on each Assigned Account and all funds contained therein to enforce collection secure the Secured Obligations, provided the parties acknowledge and agree that any interest in the Lockbox Master Account is subject to the terms of the Lockbox Intercreditor Agreement. The Administrative Agent agrees with the Loan Parties that if and so long as no Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such other Collateral; provided, however, that Lender shall have demand deposit accounts) be made available to the right at any time after relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of an Event of a Default, without giving written notice to Grantor the Administrative Agent may (a) give any notices of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors direction with respect to such other Collateral proceeds of the assignment of Collateral held in any such Assigned Accounts and (b) cause such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors funds on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account any and all full and partial payments on any Collateral received by Grantor such Assigned Accounts to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount be applied to the payment of the Secured Obligations may be applied in such order (whether or not then due) or, if not so applied, separately held as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments shall be held in trust by Grantor for and as Lender’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrumentcollateral security therefor.

Collections. Except as otherwise provided in this Article IV(a) Borrower shall immediately direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the "LOCK BOX") designated by, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor and under the exclusive control and access of, Lender, or, if by electronic funds transfer directly to the Lock Box Account, as defined below. Borrower shall establish an account (the "LOCK BOX ACCOUNT") in Lender's name with Lender, into which all payments received in the Lock Box shall be deposited, and into which Borrower will immediately deposit all payments received by Borrower on Accounts constituting part in the identical form in which such payments were received, whether by cash or check. If Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Collateral and all Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral. In connection with , Borrower and each such collectionsPerson shall receive all such items in trust for, Grantor may take (and as the sole and exclusive property of, Lender and, at Lender’s direction given after the occurrence and during the continuance of an Event of Defaultimmediately upon receipt thereof, shall takeremit the same (or cause the same to be remitted) in kind to the Lock Box Account. The amounts on deposit in such action as Grantor Lock Box and Lock Box Account are the sole and exclusive property of Lender. Borrower agrees that all payments made to such Lock Box Account or Lender may deem necessary or advisable to enforce collection otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities in accordance with the terms of this Agreement. Borrower agrees to pay all fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such other Collateral; providedfees, howevercosts and expenses if not paid by Borrower, that may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have the right access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein. (b) Lender may, at any time and from time to time after maturity of any of the Liabilities, and at any time and from time to time after the occurrence and during the continuance of an Event of Default, without giving written notice whether before or after notification to Grantor any Account Debtor, (i) enforce collection of Lender’s intention any of Borrower's Accounts or other amounts owed to do so, Borrower by suit or otherwise; (ii) exercise all of Borrower's rights and remedies with respect to notify the account debtors under proceedings brought to collect any Accounts or obligors with respect other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other Collateral similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement and the Other Agreements and to allow Lender to collect the Accounts or other amounts owed to Borrower. In addition to any other provision hereof, Lender may at any time, whether before or after the occurrence of an Event of Default, at Borrower's expense, notify any parties obligated on any of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment directly to Lender of all any amounts due or to become due to Grantor thereunder directly to thereunder. (c) For purposes of calculating interest and fees, Lender andshall, upon such notification within one (1) Business Day after receipt by Lender at its office in Troy, Michigan, of cash or other immediately available funds from collections of items of payment and at the expense of Grantor, to enforce collection Proceeds of any such Accounts or other Collateral, and to adjust, settle apply the whole or compromise any part of such collections or Proceeds against the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied Liabilities in such order as Lender may electshall determine in its sole discretion; provided, howeveruntil maturity, and provided there is no Event of Default (nor any event that after with notice or the passage of time would constitute an Event of Default Default) that has occurred and is continuingnot been cured to Lender's satisfaction, Lender shall first apply all Proceeds of Accounts and Inventory to outstanding balances of the Revolving Loans, and then against the Liabilities in such order as Lender shall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections in accordance with Section 7.7. Until such payments are so delivered to Lender, such payments of items of payment and Proceeds of any Collateral shall be held applied in trust by Grantor for and whole or in part against the Liabilities, in such order as Lender’s property, and Lender shall not be commingled with any funds of Grantor. Any application of any collection determine in its sole discretion (subject to the payment foregoing proviso), on the day of receipt, subject to actual collection. (d) On a monthly basis, Lender shall deliver to Borrower an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any Obligation error therein, within thirty (30) days of the date such account statement is conditioned upon final payment of sent to Borrower and any check or other instrumentsuch notice shall only constitute an objection to the items specifically identified.