Common use of Collections and Proceeds of Collateral Clause in Contracts

Collections and Proceeds of Collateral. (a) Borrower shall open and shall at all times maintain the ACH Account and the Collection Account. All cash, checks, drafts or other items of payment relating to or constituting payments made in respect of any or all of the Collateral, all Collections, and all other Proceeds of the Collateral, shall be deposited directly into the ACH Account or the Collection Account. Borrower shall maintain in effect at all times instructions to all Account Debtors on Pledged Notes Receivable to: (i) make payment of any obligations owing to Borrower directly, by ACH transfer or wire transfer, to the ACH Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Agent (the “Lockbox”), over which Agent shall have exclusive and unrestricted access. Agent shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Collection Account, and Borrower shall cause all funds flowing through the Lockbox or the ACH Account to automatically be transferred into the Collection Account, over which Agent shall have exclusive and unrestricted access. Without limiting the generality of the foregoing, Borrower shall cause the entire balance in the ACH Account to be swept on at least a daily basis to the Collection Account. Agent shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Collection Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Collection Account, each of which shall be under the sole control of Agent. Borrower shall hold in trust for Agent all Collections that it receives despite the directions to make payments to the Lockbox or the Collection Account, and immediately deliver such payments to Agent in their original form as received from the customer, with proper endorsements for deposit into the Collection Account. If Borrower or any of its Subsidiaries receives any payments on account of Pledged Notes Receivable, Pledged Loan Paper, Collections or any other Collateral, then Borrower shall hold or cause its Subsidiaries to hold such payments in trust for Agent and shall deposit or cause its Subsidiaries to deposit all such payments, to the extent of Borrower’s rights therein, into the Collection Account.

Collections and Proceeds of Collateral. (a) Borrower shall open and shall at all times maintain the ACH Collection Account and the Collection AccountCustodial Account with Bank. All cash, checks, drafts or other items of payment relating to or constituting payments made in respect of any or all of the Collateral, all Collections, and all other Proceeds of the Collateral, shall be deposited directly into the ACH Account or the Collection Account. Borrower shall maintain in effect at all times either (i) instructions to all Account Debtors on Pledged Notes Receivable to: (iA) make payment of any obligations owing to Borrower directly, by ACH transfer or wire transfer, to the ACH Collection Account, and (iiB) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated or other address approved in writing by Agent Agent, or (ii) enforceable authorizations from Account Debtors permitting Borrower to automatically debit payments in respect of all Pledged Notes Receivable directly from such Account Debtors’ deposit accounts through the “Lockbox”), over which Agent Automated Clearing House (ACH) network or electronic funds transfers. Borrower shall have exclusive and unrestricted access. Agent shall collect cause all such items referenced in the mail delivered preceding sentence to the Lockbox, open such mail, and endorse and credit all items be credited directly to the Collection Account, and Borrower shall cause all funds flowing through the Lockbox or the ACH Account to automatically be transferred into the Collection Account, over which Agent shall have exclusive and unrestricted access. Without limiting the generality of the foregoing, Borrower shall cause the entire balance in the ACH Collection Account to be swept on at least a daily basis daily, or with such other frequency as Agent may approve, to the Collection Custodial Account. Agent shall have all rightOther than such transfers to the Custodial Account, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Collection Account and their proceeds. Neither neither Borrower nor any Person claiming through Borrower shall have any right or control over the use ofshall, or attempt to, withdraw or transfer any right to withdraw any amount from, the Lockbox and/or portion of the Collection Account, each of which shall be under the sole control of Agent. Borrower shall hold in trust for Agent all Collections that it receives despite the directions to make payments to the Lockbox or from the Collection AccountAccount or issue withdrawal, and immediately deliver such payments transfer delivery or other instructions with respect to Agent in their original form as received from the customer, with proper endorsements for deposit into the Collection Account. If Borrower or any of its Subsidiaries or Affiliates receives any payments on account of Pledged Notes Receivable, Pledged Loan Paper, Collections or any other Collateral, then Borrower shall hold or cause its Subsidiaries and Affiliates to hold such payments in trust for Agent and shall immediately deposit or cause its Subsidiaries to deposit all such payments, to the extent of Borrower’s rights therein, into the Collection Account.

Collections and Proceeds of Collateral. (a) Borrower shall open and shall at all times maintain the ACH Account and the Collection Account. All cash, checks, drafts or other items of payment relating to or constituting payments made in respect of any or all of the Collateral, all Collections, and all other Proceeds of the Collateral, shall be deposited directly into the ACH Account or the Collection Account. Borrower shall maintain in effect at all times instructions to all Account Debtors on Pledged Notes Receivable to: (i) make payment of any obligations owing to Borrower directly, by ACH transfer or wire transfer, to the ACH Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Agent (the “Lockbox”), over which Agent shall have exclusive and unrestricted access. Agent shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Collection Account, and Borrower shall cause all funds flowing through the Lockbox or the ACH Account to automatically be transferred into the Collection Account, over which Agent shall have exclusive and unrestricted access. Without limiting the generality of the foregoing, Borrower shall cause the entire balance in the ACH Account to be swept on at least a daily basis to the Collection Account. Agent shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Collection Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Collection Account, each of which shall be under the sole control of the Agent. Borrower shall hold in trust for Agent all Collections that it receives despite the directions to make payments to the Lockbox or the Collection Account, and immediately deliver such payments to Agent in their original form as received from the customer, with proper endorsements for deposit into the Collection Account. If Borrower or any of its Subsidiaries receives any payments on account of Pledged Notes Receivable, Pledged Loan Paper, Collections or any other Collateral, then Borrower shall hold or cause its Subsidiaries to hold such payments in trust for Agent and shall deposit or cause its Subsidiaries to deposit all such payments, to the extent of Borrower’s rights therein, into the Collection Account.