Common use of Duties of Collection Agent Clause in Contracts

Duties of Collection Agent. (a) Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class Investor’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent Owner, Citibank, CNAI and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, the Seller, while it is the Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Seller may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Agent, the Administrative Agent Agents and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Sellerany Originating Entity’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Sellerany Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power. The Collection Agent shall set aside for the account of the Transferor and the Class Agent (for the benefit of the Investors, as applicable, ) their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the each Administrative Agent’s account each Class Investorsuch Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, and the Class Agent, on behalf of the Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Company and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.1, to enforce its respective rights and interests in and under the Affected Assets. To Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company their respective allocable shares of the Collections of Receivables received by the Collection Agent in accordance with Sections 2.5 and 2.6 hereof2.6. The Collection Agent shall segregate and deposit to the Administrative Agent’s Company's account each Class Investor’s the Company's allocable share of Collections of Receivables received by the Collection Agent when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 sixty (60) days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter -------- ------- the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Collection Agent shall hold in trust for the Transferor shall deliver to and the Administrative Agent Company in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right right, acting in its reasonable discretion, to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is CompuCom or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorBorrower, the Administrative Agent and the Class Investors each Lender hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof7.1, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account accounts of the Transferor Borrower, the Agent, the Lenders and any other Person entitled thereto the Class Investors, as applicable, their respective allocable shares amount of the Collections of Receivables to which each is entitled in accordance with Sections 2.5 and 2.6 hereofArticle III. The If the amount of the Collections held by the Collection Agent is not sufficient to pay the amount to which a group or class of the Lenders are entitled hereunder, the Collection Agent shall distribute such Collections as provided in Article III on a pro rata basis according to the respective claims of each of the members of such class or group. If instructed by the Agent, the Collection Agent shall segregate and deposit to with the Administrative Agent’s account each Class Investor’s allocable share Agent the amount of Collections of Receivables when required to which all Lenders are entitled pursuant to Article II hereofIII, on the first (1st) Business Day following receipt by the Collection Agent of such Collections and the Agent shall distribute such amounts in accordance with Article III. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Parent, while it is the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, any Receivable (but not beyond 60 thirty (30) days, ) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted ReceivableReceivable or limit the rights of the Agent or the Lenders under any other provision of this Agreement. If a Termination Event has occurred and the Parent is still serving as Collection Agent, the Parent may make such extension or adjustment only upon the prior written approval of the Agent and the Lenders. The Transferor Borrower shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor benefit of the Borrower, the Agent and the Class Investors, Lenders in accordance with their respective interests, such Recordsall Records with respect to each Receivable. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute absolute, unlimited and unlimited unconditional right to to, and may, direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent (whether the Collection Agent is the Parent or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent ; provided, however, that no such direction may be given unless either (i) a Potential Termination Event or a Termination Event has occurred and is continuing hereunder or (ii) such legal action, foreclosure or repossession shall not make the Administrative Agent or any affect a material portion of the Class Investors a party to any litigation without the prior written consent of such PersonReceivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Agent, the Administrative Agent Agents and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Sellerany Originating Entity’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Sellerany Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power. The Collection Agent shall set aside for the account of the Transferor and the Class Agent (for the benefit of the Investors, as applicable, ) their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the each Administrative Agent’s account each Class Investorsuch Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, and the Class Agent, on behalf of the Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.Related

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Transferor and the Class Investors Company hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.1, to enforce its respective rights and interests in and under the Affected AssetsReceivables, the Related Security and the Contracts. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof2.6. The Neither the Collection Agent shall segregate and deposit to nor the Administrative Agent’s account each Class Investor’s allocable share of Collections Transferor may extend the maturity of Receivables when required pursuant to Article II hereofexcept as provided in the next sentence. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Transferor or the Collection Agent may, in accordance with the Credit and Collection Policy, adjust the Outstanding Balance of Receivables and may extend the maturity of Receivables, but not beyond 60 days, and extend any Defaulted Receivable in each case as the maturity Transferor or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status amount of such Receivable considered as a Delinquent Receivable or a Defaulted Receivable. The Transferor and/or the Collection Agent shall also be authorized to adjust the Outstanding Balance of any Receivable to reflect reductions of the type described in the first sentence of Section 2.9(a). The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, Company in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent Company shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Transferor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorDebtor, the Administrative Agent Company, each Bank Investor and the Class Investors Insurer hereby appoints as its agent Agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.1, to enforce its respective rights and interests in and under the Affected Assets. To Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for remit daily, within two (2) Business Days of receipt, to the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collection Account all Collections of Receivables in accordance received with Sections 2.5 and 2.6 hereofrespect to any Receivables. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class 's, the Company's, the Bank Investor’s 's or the Insurer's account, as applicable, such Person's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcon tinuing, the Collection Agent may, unless otherwise required by law, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance Receivables as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Debtor shall deliver to hold in trust for the Administrative Agent Secured Parties in accordance with their security interest, all Records which evidence or relate to Receivables or Related Security. The Administrative In the event that a successor Collection Agent is appointed by the Company, upon the direction or with the consent of the Insurer, the Debtor shall forward all such Records deliver to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Debtor and the Class Investors, Secured Parties in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Collateral Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Debtor or any other Person) to commence or settle any legal action to enforce collection of any Receivable Receiv able or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent -------------------------- shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent Investor, each Owner and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In addition to the foregoing, the Collection Agent shall be required to set aside all other Collections of Receivables for the benefit of the Seller, and nothing in this Section 6.02(a) shall be deemed to relax the requirements elsewhere in this Agreement that the Seller maintain its bank accounts separate from those of its Affiliates. The Seller shall have the right, at any time, to demand the immediate segregation of its funds from those of the Parent Group to such other accounts which the Agent has approved in writing. The Collection Agent shall (i) not deposit the Seller's funds in its own bank accounts or those of the Seller's other Affiliates without properly evidencing such investments by written instruments payable to the Seller; (ii) ensure that any of the Seller's funds deposited by it will be readily identifiable at all times from the funds of the other members of the Parent Group so as to facilitate the prompt and separate identification of the Seller's assets and (iii) account to the Seller for any funds not so properly evidenced or identified. If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, Services, while it is the Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Services may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Originators shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Purchasers and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.04 and 2.6 2.05 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Account each Class InvestorPurchaser’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 daysshall, and extend shall cause the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedSellers to, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the Purchasers and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is TriMas Corp. or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent -------------------------- shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent and the Class Investors The Purchaser hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of Purchaser the Collections of Pool Receivables but shall not be required (unless otherwise requested by the Purchaser) to segregate the funds constituting such portion of such Collections prior to the remittance thereof. Nevertheless, Collections of Pool Receivables shall be deposited in accordance with Sections 2.5 deposit accounts controlled by the Collection Agent and 2.6 hereof. The not by the Seller (although such accounts may be maintained in the name of the Seller) and, if instructed by the Purchaser, the Collection Agent shall segregate and deposit to with a bank designated by the Administrative Agent’s account each Class Investor’s allocable share of Purchaser Collections of Receivables when required pursuant to Article II hereofPool Receivables, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Event of Termination or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, Services, while it is the Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Services may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Purchaser, all documents, instruments and the Class Investorsrecords (including, in accordance with their respective interestswithout limitation, such Records. Notwithstanding anything computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Agent, the Funding Agents and the Class Investors Transferees hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s related Originator's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Transferees their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Transferees' allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is an Originator or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Funding Agents or any of the Class Investors Transferees a party to any litigation relating to a Receivable without the prior written consent of such Person. The Collection Agent shall not be liable to the Administrative Agent, the Funding Agents or the Transferees for any action or inaction that was directed by the Administrative Agent or the Funding Agents; provided that the foregoing shall not apply to any failure of the Collection Agent to follow the directions of the Administrative Agent or in the case of the gross negligence, bad faith or willful misconduct of the Collection Agent.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent each Investor and the Class Investors Deal Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected AssetsTransferred Receivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Transferred Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Transferred Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereofCredit Card Agreements. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class Investor’s allocable share of Collection Account all Collections of Transferred Receivables when as required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, Investors in accordance with their respective interests, such Recordsall Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, following a Termination Event or Potential Termination Event, the Administrative Deal Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Transferor or any other Person) to commence or settle any legal action to enforce collection of any Transferred Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Deal Agent, or any of the Class Investors Investor, a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, on the one hand, and for the account of the CP Conduit Purchasers and the Class InvestorsCommitted Purchasers, as applicableon the other hand, their respective allocable shares of the aggregate Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s allocable share of the aggregate Collections of Receivables allocable to the CP Conduit Purchasers and the Committed Purchasers when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right right, during the continuance of a Potential Termination Event and after the occurrence of a Termination Event, if the Collection Agent is C&A, to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Company, the Agent and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) 0104420.05-01S7a 71 hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company or the Bank Investors their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Company's and the Bank Investors' allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Collection Agent and the Collection Agent shall hold in trust for the Transferor, the Company, the Agent and the Bank Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Company or any of the Class Bank Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent each Investor and the Class Investors Deal Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests ----------- in and under the Affected AssetsTransferred Receivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Transferred Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Transferred Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereofCredit Card Agreements. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class Investor’s allocable share of Collection Account all Collections of Transferred Receivables when as required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall ---------- deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, Investors in accordance with their respective interests, such Recordsall Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, following a Termination Event or Potential Termination Event, the Administrative Deal Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Transferor or any other Person) to commence or settle any legal action to enforce collection of any Transferred Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Deal Agent, or any of the Class Investors Investor, a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, 94 with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Company, the Agent, Sheffield and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller WorldCom (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s WorldCom's name and on behalf of the Transferor or the Seller WorldCom necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s WorldCom's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Company's, Sheffield's and the Bank Investors' allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Sheffield Termination Event Date or Enterprise Termination Date shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity Receivables or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Collection Agent and the Collection Agent shall hold in trust for the Transferor, the Company, the Agent, Sheffield and the Bank Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is WorldCom or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.any

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy, including, without limitation, the billing of Pool Receivables as soon as possible under the Contracts related thereto, the preparation and mailing of collection letters to any Obligor whose payment is past due, the investigation and resolution of customer inquiries and complaints, and the employment of one or more agents. Each of the TransferorSeller, the Administrative Agent each Owner and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility shall have occurred and be continuing for any Classcontinuing, the Seller, while it is Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Seller may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall, and shall cause each Selling Subsidiary to, deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Purchasers, the Purchaser Agents and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related ContractsAccount Agreements. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Purchaser Agents their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative each Purchaser Agent’s 's account each Class Investor’s its allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event resulting from a Collection Agent Default shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, Receivables and extend the maturity or adjust the Outstanding Balance outstanding balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent or its designee(s) and the Collection Agent or its designees shall hold in trust for the Transferor and the Class Purchaser Agents, on behalf of their related Purchasers and Bank Investors, in accordance with their respective interests, such Records. Notwithstanding anything all Records which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related SecurityReceivables. The Collection Agent shall not make the Administrative Agent Agent, any of the Purchaser Agents, a Purchaser or any of the Class Bank Investors a party to any litigation with respect to the Receivables without the prior written consent of such Person, unless such joinder is required by law and such Person would not become subject to any liability for which it is not indemnified hereunder.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy, including, without limitation, the billing of Pool Receivables as soon as possible under the Contracts related thereto, the preparation and mailing of collection letters to any Obligor whose payment is past due, the investigation and resolution of customer inquiries and complaints, and the employment of one or more agents. Each of the TransferorSeller, the Administrative Agent each Owner and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility shall have occurred and be continuing for any Classcontinuing, the Seller, while it is Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Seller may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorThe Seller, the Administrative Agent Program Agent, the Investor Agents, the Banks and the Class Investors hereby appoints as its agent appoint the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, as agent for themselves and for the Investors and the Banks to enforce its their respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting related Contracts. In performing its duties as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Receivables and shall act in the best interests of the Seller, the Investors, the Banks, the Investor Agents and the Program Agent. The Collection Agent shall, at its expense, also promptly take such actions and provide such notices as are required pursuant to collect all amounts due under any and all ReceivablesInsurance Agreement in order to obtain payment thereunder with respect to any Insured Receivables as to which an Insured Receivable Default has occurred, including, without limitation, endorsing with respect to any Special Concentration Insurance Agreement, timely make such written demands for payment from the Transferor’s and/or applicable Insured Obligor, promptly after the Seller’s name on checks occurrence of an Insured Receivable Default thereunder submit such proofs of loss and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit releases to the Administrative Agent’s account applicable Insurance Provider, and promptly provide such other information requested by the applicable Insurance Provider to facilitate payment thereunder, in each Class Investor’s allocable share of Collections of Receivables when required case pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status terms of such Receivable Special Concentration Insurance Agreement in order to obtain payment thereunder as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Personsoon as reasonably possible.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its SA-42 agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, on the one hand, and for the account of the CP Conduit Purchasers and the Class InvestorsCommitted Purchasers, as applicableon the other hand, their respective allocable shares of the aggregate Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s allocable share of the aggregate Collections of Receivables allocable to the CP Conduit Purchasers and the Committed Purchasers when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right right, during the continuance of a Potential Termination Event and after the occurrence of a Termination Event, if the Collection Agent is C&A, to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, time all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, the CP Conduit Purchasers and the Class Investors, as applicable, Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative AgentCollection Account each CP Conduit Purchaser’s account and each Class InvestorCommitted Purchaser’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 daysshall, and extend shall cause the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedSellers to, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is Tyson or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Company, the Agent and the Class Bank Investors hereby appoints as its agent the Collection Agent, Agent from time to time designated pursuant to Section 6.1 hereof, hereof to enforce its each of the foregoing's respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller Sellers (to the extent any such Person is not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the such Seller’s 's name and on behalf of the Transferor or the such Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the such Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.5(a) and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Company's and/or the Bank Investors' allocable share of Collections of Receivables when required pursuant to Article II hereof. So The Collection Agent may (x) so long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policycontinuing, extend the maturity of Receivables, but not beyond 60 thirty (30) days, and extend the maturity or adjust the Outstanding Balance of any Receivables as the Collection Agent may determine to be appropriate in accordance with the applicable Credit and Collection Policies in order to maximize Collections thereofthereof and (y) with respect to any LEC Receivable, the applicable LEC may adjust or extend the maturities and/or the Outstanding Balances of such Receivables in accordance with, and as permitted pursuant to, the applicable LEC Agreement; provided, however, that that, in either case, such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the Company, the Agent and the Class Bank Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.with

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Company, the Agent and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Agent their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 dayssixty (60) days past the original due date of such Receivables, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, at any time during the Administrative existence of a Termination Event, the Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Seller or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Company or any of the Class Bank Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. 100 (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Company, the Agent and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s any Originating Entity's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s any Originating Entity's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Agent their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedPROVIDED, howeverHOWEVER, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Collection Agent and the Collection Agent shall hold in 101 trust for the Transferor, and the Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Company or any of the Class Bank Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PolicyPolicy with respect to such Receivables. Each of the TransferorBorrower, each Lender and the Administrative Agent and the Class Investors Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsCollateral. To the extent permitted by applicable law, each of the Transferor Borrower and the Seller Contributor (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the TransferorBorrower’s and/or the SellerContributor’s name and on behalf of the Transferor Borrower or the Seller Contributor any and all steps necessary or desirable, in the reasonable determination of the Collection AgentAgent and subject to the Credit and Collection Policies, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the TransferorBorrower’s and/or the SellerContributor’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s appropriate account each Class InvestorLender’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Borrower shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Borrower, each Lender and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to the Collateral. Notwithstanding anything to the contrary contained herein, the Administrative Agent (at the direction of the Required Lenders) shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Contributor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Funding Agents or any of the Class Investors Lender a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent Owner and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables Related Security and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Pool Receivables when required pursuant to Article II hereofset aside for each Owner on the first Business Day following receipt by the Collection Agent of such Collections. So long as If no Termination Event of Investment Ineligibility or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, the Collection Agent Agent, while it is the Seller, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent Owner, BTMUNY and the Class Investors Agent hereby appoints as its agent the Collection Agent, Agent from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable lawRelated Security and the Contracts, in each of the Transferor and the Seller (last two cases relating to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.07 and 2.6 hereof2.08 but shall not (except as set forth in Section 5.01(h)) be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit into the Designated Account, designated pursuant to the Administrative Agent’s account each Class Investor’s Section 6.03, such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event Trigger Event, Liquidation Day or Provisional Liquidation Day shall have occurred and be continuing for any Classcontinuing, the Seller, while it is the Collection Agent mayAgent, may extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Seller may determine to be appropriate to maximize Collections thereof or as required by applicable law; provided, that in the case of Tariff Receivables, such action shall be in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything copies of all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Agent, the Funding Agents and the Class Investors Transferees hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Sellerrelated Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Transferees their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class Investor’s the Transferees’ allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Records. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Originator or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, the Funding Agents or any of the Class Investors Transferees a party to any litigation relating to a Receivable without the prior written consent of such Person. The Collection Agent shall not be liable to the Administrative Agent, the Funding Agents or the Transferees for any action or inaction that was directed by the Administrative Agent or the Funding Agents; provided that the foregoing shall not apply to any failure of the Collection Agent to follow the directions of the Administrative Agent or in the case of the gross negligence, bad faith or willful misconduct of the Collection Agent.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside (and, if applicable, segregate) and hold in trust for the account of the Transferor and Agent, on behalf of the Class InvestorsGroup Agents, as applicable, their respective allocable shares which Group Agents in turn hold such funds on behalf of the related Investors the amount of the Collections of Receivables to which each is entitled in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class Investor’s allocable share of Collections of Receivables when required pursuant to Article II hereofII. So long as no Termination Event or Potential Termination Event shall have occurred and be continuing for any Classis continuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, any Receivable (but not beyond 60 thirty (30) days, ) and extend the maturity or adjust the Outstanding Unpaid Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted ReceivableReceivable or limit the rights of the Seller, the Investors, the Agent or the Group Agents under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and United Rentals or any of its Affiliates is acting as Collection Agent, the Collection Agent may make such extension or adjustment only upon the prior written approval of the Agent. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller, the Agent and the Class Group Agents, on behalf of the Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to any Affected Asset. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent (whether United Rentals or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related SecurityAffected Asset; provided that no such direction may be given unless either (i) a Termination Event shall have occurred or (ii) the Agent believes in good faith that failure to commence, settle, or effect such legal action, foreclosure or repossession could reasonably be expected to materially adversely affect Receivables constituting a material portion of the Receivables. The Collection Agent shall not make the Administrative Administrator, the Agent, any Group Agent or any of the Class Investors Investor a party to any litigation without the prior written consent of such Person. The Agent may notify any Obligor of its interest in the Receivables and the other Affected Assets.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, the CP Conduit Purchasers and the Class Investors, as applicable, Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Collection Account each Class Investor’s CP Conduit Purchaser's and each Committed Purchaser's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Parent or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, time all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, the CP Conduit Purchasers and the Class Investors, as applicable, Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Collection Account each Class Investor’s CP Conduit Purchaser's and each Committed Purchaser's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 daysshall, and extend shall cause the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedSellers to, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is Tyson or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Transferor and the Class Investors Company hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.1, to enforce its respective rights and interests in and under the Affected Assets. To Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Company their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof2.6. The Collection Agent shall segregate and deposit to the Administrative Agent’s Company's account each Class Investor’s the Company's allocable share of Collections of Receivables when required pursuant to Article II hereof. The Transferor may not extend the maturity of Receivables. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent Transferor may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of Receivables as the Collection Agent Transferor may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status amount of such Receivable considered as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, Company in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent Company shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Transferor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent each Owner and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.05 and 2.6 hereof2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. The If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility shall have occurred and be continuing for any Classcontinuing, the Seller, while it is Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Seller may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent PARCO and the Class Investors Funding Agent, for the benefit of the APA Banks, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller Originator (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s Originator's name and on behalf of the Transferor or the Seller Originator any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s Originator's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, PARCO their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Funding Agent’s 's account each Class Investor’s PARCO's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, PARCO, the Funding Agent and the Class InvestorsAPA Banks, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, following a Termination Event or Potential Termination Event, the Administrative Funding Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Originator or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Funding Agent, PARCO or any of the Class Investors APA Banks a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Purchasers and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Account each Class InvestorPurchaser’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 daysshall, and extend shall cause the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedSellers to, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the Purchasers and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is TriMas Corp. or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent -------------------------- shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent and the Class Investors The Purchaser hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of Purchaser the Collections of Pool Receivables in accordance with Sections 2.5 and 2.6 hereofbut shall not be required (unless otherwise requested by the Purchaser) to segregate the funds constituting such portion of such Collections prior to the remittance thereof. The If instructed by the Purchaser, the Collection Agent shall segregate and deposit to with a bank designated by the Administrative Agent’s account each Class Investor’s allocable share of Purchaser Collections of Receivables when required pursuant to Article II hereofPool Receivables, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Event of Termination or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, Services, while it is the Collection Agent Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Services may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Purchaser, all documents, instruments and the Class Investorsrecords (including, in accordance with their respective interestswithout limitation, such Records. Notwithstanding anything computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. Each of the TransferorSeller, the Administrative Agent Investor and the Class Investors Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.01, to enforce its respective rights and interests in and under the Affected Assets. To Pool Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Transferor Seller and the Class Investors, as applicable, each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.5 2.06 and 2.6 hereof2.07 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In addition to the foregoing, the Collection Agent shall be required to set aside all other Collections of Pool Receivables for the benefit of the Seller, and nothing in this Section 6.02(a) shall be deemed to relax the requirements elsewhere in this Agreement that the Seller maintain its bank accounts separate from those of its Affiliates. The Seller shall have the right, at any time, to demand the immediate segregation of its funds from those of the Parent Group to such other accounts which the Agent has approved in writing. The Collection Agent shall (i) not deposit the Seller's funds in its own bank accounts or those of the Seller's other Affiliates without properly evidencing such investments by written instruments payable to the Seller; (ii) ensure that any of the Seller's funds deposited by it will be readily identifiable at all times from the funds of the other members of the Parent Group so as to facilitate the prompt and separate identification of the Seller's assets and (iii) account to the Seller for any funds not so properly evidenced or identified. If instructed by the Agent, the Collection Agent shall segregate and deposit to with a bank (which may be Citibank) designated by the Administrative Agent’s account each Class Investor’s Agent such allocable share of Collections of Receivables when required pursuant to Article II hereofPool Receivables, set aside for each Owner, on the first Business Day following receipt by the Collection Agent of such Collections. So long as Provided no Termination Event of Investment Ineligibility or Event of Purchase Ineligibility shall have occurred and be continuing for any Classcontinuing, the Collection Agent (to the extent that Dial is the Collection Agent) may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent Seller may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Seller shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent Agent, and the Collection Agent shall hold in trust for the Transferor Seller and the Class Investors, each Owner in accordance with their respective interests, such Records. Notwithstanding anything all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such PersonPool Receivables.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the TransferorDebtor, the Administrative Agent Company, each Bank Investor and the Class Investors Insurer hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof6.1, to enforce its respective rights and interests in and under the Affected Assets. To Receivables, the extent permitted by applicable law, each of the Transferor Related Security and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for remit daily, within two (2) Business Days of receipt, to the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collection Account all Collections of Receivables in accordance received with Sections 2.5 and 2.6 hereofrespect to any Receivables. The Collection Agent shall segregate and deposit to the Administrative Agent’s account each Class 's, the Company's, the Bank Investor’s 's or the Insurer's account, as applicable, such Person's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, unless otherwise required by law, in accordance accor dance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance Receivables as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor Debtor shall deliver to hold in trust for the Administrative Agent Secured Parties in accordance with their security interest, all Records which evidence or relate to Receivables or Related Security. The Administrative In the event that a successor Collection Agent is appointed by the Com pany, upon the direction or with the consent of the Insurer, the Debtor shall forward all such Records deliver to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Debtor and the Class Investors, Secured Parties in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Collateral Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Debtor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent Purchasers, the Purchaser Agents and the Class Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related ContractsAccount Agreements. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Purchaser Agents their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each of the Administrative Purchase Agent’s 's account each Class Investor’s its allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent or its designee(s) and the Collection Agent or its designees shall hold in trust for the Transferor and the Class Purchaser Agents, on behalf of their related Purchasers and Bank Investors, in accordance with their respective interests, such Records. Notwithstanding anything all Records which evidence or relate to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related SecurityReceivables. The Collection Agent shall not make the Administrative Agent Agent, any of the Purchaser Agents, a Purchaser or any of the Class Bank Investors a party to any litigation with respect to the Receivables without the prior written consent of such Person, unless such joinder is required by law and such Person would not become subject to any liability for which it is not indemnified hereunder.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s 's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s 's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedPROVIDED, howeverHOWEVER, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor and the Class Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class Investors Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor Transferor, the CP Conduit Purchasers and the Class Investors, as applicable, Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Collection Account each Class Investor’s CP Conduit Purchaser's and each Committed Purchaser's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 daysshall, and extend shall cause the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedSellers to, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is TriMas Corp. or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Class Investors Committed Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Agent, the Administrative Agent Agents and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the Seller’s any Originating Entity's name and on behalf of the Transferor or the Seller necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the Seller’s any Originating Entity's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power. The Collection Agent shall set aside for the account of the Transferor and the Class Agent (for the benefit of the Investors, as applicable, ) their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the each Administrative Agent’s 's account each Class Investor’s such Administrative Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Classcontinuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; providedPROVIDED, howeverHOWEVER, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, and the Class Agent, on behalf of the Investors, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Purchasers and the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 6.01 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or the Seller’s 's name and on behalf of the Transferor or the Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 2.05 and 2.6 2.06 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account Collection Account each Class Investor’s Purchaser's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the Purchasers and the Class InvestorsAdministrative Agent, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is the Parent or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors Purchasers a party to any litigation without the prior written consent of such Person.

Duties of Collection Agent. (a) Subject to the limitations contained herein, the The Collection Agent shall take or cause to be taken all such action as may be reasonably necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Administrative Agent, the Initial Purchasers, each Funding Agent and the Class Investors PARCO APA Banks, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected AssetsReceivables and Related Security, the Required Currency Hedge, Collections and Proceeds with respect thereto. To the extent permitted by applicable lawLaw, each of the Transferor and the Seller Transferor, C&A (to the extent not then acting as Collection Agent hereunder) and each other Seller hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s 's and/or the each Seller’s 's name and on behalf of the Transferor or the a Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s 's and/or the a Seller’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Class Investors, as applicable, Initial Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s 's account each Class Investor’s the Initial Purchasers' allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing for any Class, the The Collection Agent may, agrees that prior to making any material change in accordance with the Credit and Collection PolicyPolicy in effect on the Closing Date, extend it shall give at least ten (10) Business Days' prior written notice to the maturity Administrative Agent and the Transferor of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance as the Collection Agent may determine to be appropriate to maximize Collections thereofsuch changes; provided, however, that in the case of any material change in its Credit and Collection Policy made pursuant to any Requirement of Law as to which it is unable to give ten (10) Business Days' prior written notice, then the Collection Agent shall give written notice to the Administrative Agent and the Transferor of such extension changes as soon as reasonably practicable prior to the implementation of such changes. In the event that any such changes (except changes that are necessary under any Requirement of Law) could reasonably be expected to materially and adversely affect the rights of the Initial Purchasers or adjustment the PARCO APA Banks, then such changes shall not alter become effective without the status prior written consent of such Receivable as a Delinquent Receivable or a Defaulted Receivableeach Funding Agent, which consent shall be obtained by the Administrative Agent. The Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent and the Collection Agent shall hold in trust for the Transferor Transferor, the Administrative Agent, the Initial Purchasers, each Funding Agent and the Class InvestorsPARCO APA Banks, in accordance with their respective interests, such Recordsall Records which evidence or relate to Receivables, Related Security, the Required Currency Hedge or Collections. The Collection Agent, if other than the Transferor or C&A or an Affiliate of the Transferor or C&A, shall as soon as practicable upon demand, deliver to C&A all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable. The Collection Agent shall, as soon as practicable following receipt thereof, turn over to C&A any collections of any indebtedness of any Person which is not on account of a Receivable. Notwithstanding anything to the contrary contained herein, following the occurrence of a Termination Event and during the continuation of a Potential Termination Event, the Administrative Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, Agent (whether the Collection Agent is C&A or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent Agent, a Funding Agent, an Initial Purchaser or any of the Class Investors PARCO APA Banks a party to any litigation without the prior written consent of such Person.