Common use of Collection Notices Clause in Contracts

Collection Notices. The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Agent for the benefit of the Investors, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable Lock-Box. In case any authorized signatory of Seller whose signature appears on a Blocked Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to (A) endorse Seller’s name on checks and other instruments representing Collections, (B) enforce the Receivables, the related Contracts and the Related Security and (C) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller.

Collection Notices. The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an after the occurrence of any Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices. The Agent agrees to notify the Seller promptly after the delivery of such Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itBanks. Seller hereby transfers to the Program Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership dominion and control and “control” (within the meaning of Section 9-104 of the UCC of all applicable Blocked Account and control jurisdictions) of the applicable each Lock-Box, each Collection Account and the amounts on deposit therein. In case any authorized signatory of Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse Seller’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller. The Agent agrees that after delivery of a Collection Notice, the Collection Banks may continue to provide or otherwise make available to the Seller and the Servicer copies of all correspondence or other mail which will be sent directly to the Agent subsequent to the delivery of such Collection Notice pursuant to the Collection Account Agreements.

Collection Notices. The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when following (i) three Business Days’ notice to the Seller (a “CN Advice”) or (ii) the occurrence and during the continuance of an Amortization Event exists or a Collection Notice Event has occurred and is continuingEvent, to date and to deliver to the Collection Banks the Collection Notices Notices. The Agent shall, in any CN Advice, identify the circumstance that shall have precipitated or resulted in its election to date and thereafter to make transfers and payments from Blocked Accounts and deliver the Collection Account in lieu Notices so as to provide the Seller an opportunity to submit any mitigating information (it being understood that the election to date and deliver any Collection Notice, following due consideration of Servicer in accordance with Article II of this Agreement. In making any such transfers and paymentsmitigating information timely provided, the Program Agent shall be entitled to rely on in the periodic reports provided by Servicer hereunder sole and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members absolute discretion of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it). Seller hereby transfers to the Program Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse Seller’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller. The Agent shall provide Seller a copy of each Collection Notice at the time of, or promptly following, delivery of the same to a Collection Bank, provided, however that any failure to provide such copy shall not affect the validity or effectiveness of the Collection Notice. The Seller and the Servicer shall ensure that by not later than April 15, 2006, each and every Collection Account, wheresoever located, including, without limitation, each bank account, concentration account, depositary account or similar account in the United States or in any other jurisdiction to which Collections in respect of the Receivables originated by JD-Italy and JD-UK are then being remitted, are and shall at all times thereafter remain titled in the name of the Seller.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Lock-Box Banks the Collection Notices (i) upon the occurrence and thereafter during the continuance of an Amortization Event or (ii) upon not less than five (5) Business Days’ prior written notice to make transfers and payments from Blocked Accounts and the Seller Parties if deemed necessary or advisable in the reasonable judgment of the Administrative Agent following a material adverse change in financial condition or circumstances of the Seller or the Performance Guarantor at any time that Excess Availability is less than $20,000,000 (it being understood that (a) if Excess Availability of at least $20,000,000 is restored before the Administrative Agent delivers any Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and paymentsNotice, the Program Administrative Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredallowed to deliver any Collection Notices unless and until Excess Availability falls below $20,000,000 again, and (b) no further prior notice to transfer the Seller Parties shall be required to deliver such amounts to, or Collection Notice). Subject to retain such amounts inthe terms of the applicable Lock-Box Agreement, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers has transferred to the Program Administrative Agent for the benefit of the InvestorsPurchasers, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable “control” over each Lock-BoxBox and related Lock-Box Accounts. In case any authorized signatory of Seller whose signature appears on a Blocked Account Lock-Box Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a entitled (x) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse Seller’s name on checks and other instruments representing Collections, (By) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security Security, and (Cz) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than Seller.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence and continuation of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and paymentsBorrower hereby transfers, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredfullest extent permitted by applicable law, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsLenders, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of each Lock Box and the applicable Blocked Account and control of the applicable Lock-BoxCollection Accounts. In case any authorized signatory of Seller Borrower whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Borrower hereby authorizes irrevocably constitutes and appoints the Program AgentAdministrative Agent with full power of substitution, as Borrower’s true and agrees that lawful attorney-in-fact with full irrevocable power and authority in the Program place and stead of Borrower and in the name of Borrower or in its own name and without limiting the generality of the foregoing, grants to Administrative Agent shall be entitledthe power and right, when an Amortization Event exists on behalf of Borrower, without notice or a Collection Notice Event has occurred and is continuing, assent by Borrower to (Ai) at any time after delivery of the Collection Notices, endorse SellerBorrower’s name on checks and other instruments representing Collections, (Bii) at any time after the occurrence and continuation of an Amortization Event, enforce the Receivables, the related Contracts and the Related Security Security, and (Ciii) at any time after the occurrence and continuation of an Amortization Event, take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than SellerBorrower.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the applicable Collection Banks Bank the Collection Notices; provided, however, that nothing herein shall be deemed to give any of the Agents or Purchasers any claim to, Adverse Claim on or right to retain any amounts deposited into the Servicer’s Concentration Account or the Facility Account which do not constitute Collections and provided, further, that unless an Amortization Event (or another event of the type described in the definition of “Amortization Date” has occurred), delivery of the Collection Notices shall not result in the occurrence of the Amortization Date. The Servicer and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made Seller hereby transfer to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the Servicer’s Concentration Account; provided, however, that the Servicer or Seller shall retain the right to direct the disposition of funds therefrom until the Administrative Agent delivers the applicable Blocked Account and Collection Notice. The Seller hereby transfers to the Administrative Agent for the benefit of the Purchasers, exclusive control of the applicable Lock-Box. In case any authorized signatory of Seller whose signature appears on Facility Account and each other Collection Account (other than the Servicer’s Concentration Account) that is now or hereafter governed by a Blocked Account Agreement Agreement; provided, however, that the Seller shall cease retain the right to have such authority before direct the delivery disposition of such notice, such funds therefrom until the Administrative Agent delivers the applicable Collection Notice shall nevertheless be valid as if such authority had remained in forceNotice. Each of the Seller Parties hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing: (i) at any time after delivery of the Collections Notices, to (A) endorse Sellersuch Seller Party’s name on checks and other instruments representing Collections, (Bii) at any time after the earlier to occur of an Amortization Event or replacement of the Servicer, to enforce the Receivables, the related Contracts Receivables and the Related Security Security, and (Ciii) at any time after delivery of the Collections Notices, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than Sellersuch Seller Party.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Lock-Box Banks the Collection Notices (i) upon the occurrence and thereafter during the continuance of an Amortization Event or (ii) upon not less than five (5) Business Days’ prior written notice to make transfers and payments from Blocked Accounts and the Seller Parties if deemed necessary or advisable in the reasonable judgment of the Administrative Agent or the Required Purchasers following a material adverse change in financial condition or circumstances of the Seller or the Performance Guarantor at any time that Excess Availability is less than $20,000,000 (it being understood that (a) if Excess Availability of at least $20,000,000 is restored before the Administrative Agent delivers any Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and paymentsNotice, the Program Administrative Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredallowed to deliver any Collection Notices unless and until Excess Availability falls below $20,000,000 again, and (b) no further prior notice to transfer the Seller Parties shall be required to deliver such amounts to, or Collection Notice). Subject to retain such amounts inthe terms of the applicable Lock-Box Agreement, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers has transferred to the Program Administrative Agent for the benefit of the InvestorsInvestor Parties, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable “control” over each Lock-BoxBox and related Lock-Box Accounts. In case any authorized signatory of the Seller whose signature appears on a Blocked Account Lock-Box Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a entitled (x) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse the Seller’s name on checks and other instruments representing Collections, (By) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security Security, and (Cz) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than the Seller.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks Banks, the notice attached to the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. The Seller hereby transfers to the Program Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable Lock-BoxCollection Accounts. In case any authorized signatory of the Seller whose signature appears on a Blocked Account Agreement Collection Notice shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse the Seller’s 's name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than the Seller. (b) The Agent may at any time, on written notice to the Seller, direct that the Seller, and the Seller thereupon shall, direct the Originator to (i) cease accepting In-Store Collections at individual cash registers within a store, (ii) accept all In-Store Collections at a single collection point within each store, and otherwise segregate, record and maintain the separateness of all In-Store Collections from all other cash and payment items handled or located at such store, and (iii) remit on a daily basis from each store location all In- Store Collections (in the form received) to such location or locations as the Agent may in its sole discretion direct, including, without limitation, to a deposit account at any bank selected by the Agent (which may be a separate deposit account at the bank where any store, in the ordinary course, deposits its Collections) or to a concentration location (which may entail daily delivery by overnight courier by each store to such location of such store's In-Store Collections). The Seller shall take all actions necessary, or that the Agent may reasonably request, to implement any alternative handling procedures required under this Section 6.3(b) for In-Store Collections.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after an Incipient Bankruptcy Event or Amortization Event exists or a Collection Notice Event has occurred and is continuing, continuing to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller Borrower hereby transfers to the Program Agent for the benefit of the InvestorsLenders, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of Seller Borrower whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Borrower hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a entitled (i) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse Seller’s Borrower's name on checks and other instruments representing Collections, (Bii) at any time when an Amortization Event has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security Security, and (Ciii) at any time when an Amortization Event has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than SellerBorrower. (b) Borrower hereby authorizes the Agent or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and the Related Security now existing or hereafter arising in the name of Borrower without any signature of Borrower. If Borrower fails to perform any of its agreements or obligations under this Agreement or any other Transaction Document, the Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent or its designee incurred in connection therewith shall be payable by Borrower as provided herein.

Collection Notices. The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers date and payments from Blocked Accounts and deliver the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made Postal Notices to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itapplicable post offices. Seller hereby transfers to the Program Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such noticenotices, the exclusive ownership dominion and control and “control” (within the meaning of Section 9-104 of the UCC of all applicable Blocked Account and control jurisdictions) of the applicable each Lock-Box, P. O. Box, each Collection Account and the amounts on deposit therein. In case any authorized signatory of Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice or Postal Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse Seller’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller. Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Collection Notices. The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when that either (i) Rating Xxxxx 0, Xxxxxx Xxxxx 0 or Rating Level 6 shall then be in effect, (ii) during the Transition Period, Rating Level 3 shall be in effect and the Agent shall have determined, in its reasonable credit judgment, that the Collection Notices should be delivered to the Collection Banks or a Securitization Banks, or (iii) an Amortization Event exists shall have occurred (each of such events or circumstances being a “Collection Notice Event has occurred and is continuing, to date and Trigger Event”) to deliver to the Securitization Banks and the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereonNotices; provided that if in the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the case of a Collection Account hereunder or has conflicting information with respect theretoTrigger Event occurring solely under clause (ii) above, the Program Agent shall be entitled, but shall not be required, may deliver Collection Notices only in respect of Lock-Boxes or Securitization Accounts to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itwhich Collections on BAAN Receivables are then being remitted. Seller hereby transfers to the Program Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership dominion and control of the applicable Blocked each Securitization Account and control of the applicable each Lock-BoxBox which dominion and control shall be exclusive. In case any authorized signatory of Seller whose signature appears on a Blocked Lock-Box Agreement or a Securitization Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or entitled after the occurrence of a Collection Notice Trigger Event has occurred and is continuing, to (Ai) endorse Seller’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence and continuation of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and paymentsBorrower hereby transfers, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredfullest extent permitted by applicable law, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsLenders, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of each Lock Box and the applicable Blocked Account and control of the applicable Lock-BoxCollection Accounts. In case any authorized signatory of Seller Borrower whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Borrower hereby authorizes irrevocably constitutes and appoints the Program AgentAdministrative Agent with full power of substitution, as Borrower's true and agrees that lawful attorney-in-fact with full irrevocable power and authority in the Program place and stead of Borrower and in the name of Borrower or in its own name and without limiting the generality of the foregoing, grants to Administrative Agent shall be entitledthe power and right, when an Amortization Event exists on behalf of Borrower, without notice or a Collection Notice Event has occurred and is continuing, assent by Borrower to (Ai) at any time after delivery of the Collection Notices, endorse Seller’s Borrower's name on checks and other instruments representing Collections, (Bii) at any time after the occurrence and continuation of an Amortization Event, enforce the Receivables, the related Contracts and the Related Security Security, and (Ciii) at any time after the occurrence and continuation of an Amortization Event, take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than SellerBorrower.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) Indenture Trustee is authorized at any time when an Amortization Event exists or following the occurrence of a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks Banks, the Collection Notices and thereafter notice attached to make transfers and payments from Blocked Accounts and the Collection Account in lieu Agreements or other applicable written instruction (the "Collection Notice") assuming exclusive control of Servicer in accordance with Article II the Bon-Ton Collection Accounts. The Indenture Trustee is authorized at any time following the occurrence of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled a Collection Notice Event to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made deliver to the Program Agent, any Managing Agent Lock-Box Processors written instructions assuming exclusive control of the Lock-Boxes pursuant to the control agreement entered into by the Indenture Trustee and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itLock-Box Processors. Seller Each Transferor hereby transfers to the Program Agent Indenture Trustee for the benefit of the Investors, effective when the Program Agent delivers any such notice, Noteholders the exclusive ownership and control of the applicable Blocked Bon-Ton Collection Accounts and the Indenture Trustee shall permit the Servicer, pursuant to the terms of Collection Account and control of Agreements, to withdraw funds from the Bon-Ton Collection Accounts unless the Indenture Trustee has notified the applicable Lock-BoxCollection Bank to the contrary. In case any authorized signatory of Seller whose signature appears on a Blocked Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Each Transferor hereby authorizes the Program AgentIndenture Trustee, and agrees that the Program Agent Indenture Trustee shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse Seller’s such Transferor's name on checks and other instruments representing Collections, (Bii) enforce the Receivables, Receivables and the related Contracts and the Related Security Credit Cared Agreement and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent Indenture Trustee rather than Sellersuch Transferor. (b) No Transferor shall at any time permit, and shall cause the applicable Account Originator not to permit at any time, any Obligor to make payment at any store location of such Account Originator of any Receivable by means of either (i) another credit card or (ii) any instrument or other payment item that also represents payment of amounts owed to such Account Originator by such Obligor other than such Receivable. The Indenture Trustee may at any time following the occurrence of an In-Store Collection Event, on written notice to the applicable Transferor, direct that such Transferor, and such Transferor thereupon shall, direct the applicable Account Originator to (i) cease accepting In-Store Collections at individual cash registers within a store, (ii) accept all In-Store Collections at a single collection point within each store, and otherwise segregate, record and maintain the separateness of all In-Store Collections from all other cash and payment items handled or located at such store, and (iii) remit on a daily basis from each store location all In-Store Collections (in the form received) to such location or locations as the Noteholders may direct, including, without limitation, to a deposit account at any bank selected by the Noteholders (which may be a separate deposit account at the bank where any store, in the ordinary course, deposits its Collections) or to a concentration location (which may entail daily delivery by overnight courier by each store to such location of such store's In-Store Collections). Each Transferor and the Servicer shall take all actions necessary, or that the Indenture Trustee may reasonably request, to implement any alternative handling procedures required under this Section 3.02(b) for In-Store Collections.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks Banks, the Collection Notices and thereafter notice attached to make transfers and payments from Blocked Accounts and the Collection Account in lieu Agreements or other applicable written instruction (the “Collection Notice”) assuming exclusive control of Servicer in accordance with Article II the Collection Accounts. The Agent is authorized at any time to deliver to the Lock-Box Processors written instructions assuming exclusive control of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled Lock-Boxes pursuant to rely on the periodic reports provided control agreement entered into by Servicer hereunder and upon notices from any Managing the Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itLock-Box Processors. The Seller hereby transfers to the Program Agent for the benefit of the Investors, effective when the Program Agent delivers any such notice, Purchasers the exclusive ownership and control of the applicable Blocked Account Collection Accounts and control the Agent shall permit the Collection Agent, pursuant to the terms of the Collection Account Agreements, to withdraw funds from the Collection Accounts unless the Agent has notified the applicable Lock-BoxCollection Bank to the contrary. In case any authorized signatory of Seller whose signature appears on a Blocked Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse the Seller’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than the Seller. (b) The Seller shall not at any time permit, and shall cause the Originator not to permit at any time, any Obligor to make payment at any store location of the Originator of any Receivable by means of either (i) another credit card or (ii) any instrument or other payment item that also represents payment of amounts owed to the Originator by such Obligor other than such Receivable. The Agent may at any time, and at the direction of any Managing Agent, shall, on written notice to the Seller, direct that the Seller, and the Seller thereupon shall, direct the Originator to (i) cease accepting In-Store Collections at individual cash registers within a store, (ii) accept all In-Store Collections at a single collection point within each store, and otherwise segregate, record and maintain the separateness of all In-Store Collections from all other cash and payment items handled or located at such store, and (iii) remit on a daily basis from each store location all In-Store Collections (in the form received) to such location or locations as the Agent may in its sole discretion direct, including, without limitation, to a deposit account at any bank selected by the Agent (which may be a separate deposit account at the bank where any store, in the ordinary course, deposits its Collections) or to a concentration location (which may entail daily delivery by overnight courier by each store to such location of such store’s In-Store Collections). The Seller and the Collection Agent shall take all actions necessary, or that the Agent may reasonably request, to implement any alternative handling procedures required under this Section 6.3(b) for In-Store Collections.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller Borrower hereby transfers to the Program Agent for the benefit of the InvestorsLenders, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of Seller Borrower whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Borrower hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a entitled (a) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse SellerBorrower’s name on checks and other instruments representing Collections, (Bb) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security Security, and (Cc) at any time after the occurrence of an Amortization Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than SellerBorrower. (b) In furtherance of the foregoing and not in limitation thereof, the Borrower and the Servicer each hereby agrees that (i) the delivery by the Agent of Collection Notices at any time by the Agent is permitted and proper and each of them agrees that neither they nor any of their affiliates will take any action intended to directly or indirectly oppose or challenge any such delivery of a Collection Notice, including any delivery of any Collection Notices at any time before or after the amount available to borrowed directly and with no restrictions by Bxxx Microproducts, Inc. under the Loan and Security Agreement, dated as of May 14, 2002 (as amended), by and among Bxxx Microproducts Inc., Bxxx Microproducts — Future Tech, Inc., Rxxxx Data, Inc., Bxxx Microproducts Canada — Tenex Data ULC, Total Tec Systems, Inc., Forefront Graphics US Inc., Bxxx Microproducts Canada Inc., Bxxx Microproducts Mexico, S.A. de C.V., Bxxx Microproducts Mexico Shareholder, LLC, Wachovia Capital Finance Corporation (Western) and the financial institutions from time to time parties thereto shall be less than $15,000,000 (a “Liquidity Event”) and (ii) any action or inaction by the Agent in sending any Collection Notice, including any inaction in sending any Collection Notice following a Liquidity Event, shall not impair the Agent’s right to deliver any Collection Notice at any time.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itNotices. Seller hereby transfers to the Program Agent for the benefit of the InvestorsBlue Ridge, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a entitled (i) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse Seller’s 's name on checks and other instruments representing Collections, (Bii) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security Security, and (Ciii) at any time after the occurrence of an Amortization Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than Seller. (b) Notwithstanding the foregoing, in the event that the Agent has delivered Collection Notice(s) after the occurrence of an Amortization Event pursuant to Section 8.3(a), the Agent shall, subject to the following sentence, deliver to the Seller or the Collection Banks the Facility Termination Notice(s) within five (5) Business Days of the receipt of such Facility Termination Notice from the Seller; provided that all outstanding Indebtedness and Aggregate Unpaids under this Agreement shall have been paid in full and this Agreement shall have terminated in accordance with its terms. Prior to Agent's obligation to execute and deliver such Facility Termination Notice, if any Originator or Seller has suffered an Event of Bankruptcy prior to Seller's delivery of such Facility Termination Notice to Agent, Seller shall provide evidence satisfactory to the Agent in its sole discretion that all amounts remitted by Servicer to the Agent's Account pursuant to Article II hereof represent Collections received with respect to Receivables generated prior to such Event of Bankruptcy. Upon delivery of the Facility Termination Notice(s) by the Agent, the exclusive ownership and control of the Collection Accounts shall revert from the Agent to the Seller Parties, and the Agent shall thereafter cease to exercise control over the Collection Accounts and shall relinquish all rights and remedies with respect thereto. Notwithstanding anything herein or in any other Transaction Document to the contrary, Agent is under no obligation to execute and deliver the Facility Termination Notice except as provided in this Agreement.

Collection Notices. (a) The Program Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks Banks, the Collection Notices and thereafter notice attached to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementAgreements (the "Collection Notice"). In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. The Seller hereby transfers to the Program Agent for the benefit of the Investors, effective when the Program Agent delivers any such notice, Purchasers the exclusive ownership and control of the applicable Blocked Account Collection Accounts and control the Agent shall permit the Collection Agent, pursuant to the terms of the Collection Account Agreements, to withdraw funds from the Collection Accounts unless the Agent has notified the applicable Lock-BoxCollection Bank to the contrary. In case any authorized signatory of Seller whose signature appears on a Blocked Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Agent, and agrees that the Program Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, entitled to (Ai) endorse the Seller’s 's name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent rather than the Seller. (b) The Agent may at any time, and at the direction of any Managing Agent, shall, on written notice to the Seller, direct that the Seller, and the Seller thereupon shall, direct the Originator to (i) cease accepting In-Store Collections at individual cash registers within a store, (ii) accept all In-Store Collections at a single collection point within each store, and otherwise segregate, record and maintain the separateness of all In-Store Collections from all other cash and payment items handled or located at such store, and (iii) remit on a daily basis from each store location all In-Store Collections (in the form received) to such location or locations as the Agent may in its sole discretion direct, including, without limitation, to a deposit account at any bank selected by the Agent (which may be a separate deposit account at the bank where any store, in the ordinary course, deposits its Collections) or to a concentration location (which may entail daily delivery by overnight courier by each store to such location of such store's In-Store Collections). The Seller shall take all actions necessary, or that the Agent may reasonably request, to implement any alternative handling procedures required under this Section 6.3(b) for In-Store Collections.

Collection Notices. The Program TheUpon five (5) Business Days’ prior written notice to the Seller Parties, the Administrative Agent (acting with the consent or may and is hereby authorized to, and shall, at the direction of the Required Committed Investors) is authorized any two Purchasers, at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuingto, to date and to deliver to the applicable Collection Banks BankBanks the applicable Collection NoticesNotice(s); provided, however, that (a) no prior notice shall be required to be given in the event a Securitization Termination Notice has been delivered in accordance with the Intercreditor Agreement or any Amortization Event exists and is continuing, (b) nothing herein shall be deemed to give any of the AgentsAdministrative Agent or any of the Purchasers any claim to, Adverse Claim on or right to retain any amounts deposited into the Servicer’s Concentration Account or the Facility Account which do not constitute Collections, and provided, further, that(c) unless an Amortization Event (or another event of the type described in the definition of “Amortization Date” has occurred) or a Securitization Termination Notice has been delivered in accordance with the Intercreditor Agreement, delivery of the Collection Notices shall not result in the occurrence of the Amortization Date. The Servicer and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made Seller hereby transfer to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsPurchasersInvestor Parties, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the Servicer’s Concentration Account; provided, however, that the Servicer or Seller shall retain the right to direct the disposition of funds therefrom until the Administrative Agent delivers the applicable Blocked Account and Collection Notice. The Seller hereby transfers to the Administrative Agent for the benefit of the PurchasersInvestor Parties, exclusive control of the applicable Lock-Box. In case any authorized signatory of Seller whose signature appears on Facility Account and each other Collection Account (other than the Servicer’s Concentration Account) that is now or hereafter governed by a Blocked Account Agreement Agreement; provided, however, that the Seller shall cease retain the right to have such authority before direct the delivery disposition of such notice, such funds therefrom until the Administrative Agent delivers the applicable Collection Notice shall nevertheless be valid as if such authority had remained in forceNotice. Each of the Seller Parties hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a Collection Notice Event has occurred and is continuing: (i) at any time after delivery of the Collections Notices, to (A) endorse Sellersuch Seller Party’s name on checks and other instruments representing Collections, (Bii) at any time after the earlier to occur of an Amortization Event or replacement of the Servicer, to enforce the Receivables, the related Contracts Receivables and the Related Security Security, and (Ciii) at any time after delivery of the Collections Notices, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than Sellersuch Seller Party.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Lock-Box Banks the Collection Notices (i) upon the occurrence and thereafter during the continuance of an Amortization Event or (ii) upon not less than five (5) Business Days’ prior written notice to make transfers and payments from Blocked Accounts and the Seller Parties if deemed necessary or advisable in the reasonable judgment of the Administrative Agent or the Required Purchasers following a material adverse change in financial condition or circumstances of the Seller or the Performance Guarantor at any time that Excess Availability is less than $20,000,000 (it being understood that (a) if Excess Availability of at least $20,000,000 is restored before the Administrative Agent delivers any Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and paymentsNotice, the Program Administrative Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredallowed to deliver any Collection Notices unless and until Excess Availability falls below $20,000,000 again, and (b) no further prior notice to transfer the Seller Parties shall be required to deliver such amounts to, or Collection Notice). Subject to retain such amounts inthe terms of the applicable Lock-Box Agreement, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers has transferred to the Program Administrative Agent for the benefit of the InvestorsPurchasersInvestor Parties, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable “control” over each Lock-BoxBox and related Lock-Box Accounts. In case any authorized signatory of the Seller whose signature appears on a Blocked Account Lock-Box Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a entitled (x) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse the Seller’s name on checks and other instruments representing Collections, (By) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security Security, and (Cz) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than the Seller.

Collection Notices. The Program While any Aggregate Unpaids remain outstanding, at any time after the occurrence of an Amortization Event or a Potential Amortization Event, in either case which is not waived in writing by each of the Agents, the Administrative Agent (acting with the consent or may, and shall at the direction of any of the Required Committed Investors) is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuingCo-Agents, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller Transferor hereby transfers to the Program Administrative Agent for the benefit of the InvestorsTransferees, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of each Lock-Box and the applicable Blocked Account Collection Accounts, PROVIDED THAT, unless and control until an Amortization Event shall have occurred and remain outstanding, delivery of any such Collection Notice shall not entitle the Administrative Agent to retain any Collections received after delivery of such notice in excess of the applicable LockAccrual Amounts that will be required to be paid over to the respective Group Agents on the next succeeding Settlement Date pursuant to Section 2.2 hereof, and any such excess received in any Lockbox or Collection Account will be paid over to the Transferor on a same-Boxday basis by the Administrative Agent as the proceeds of a Reinvestment. In case any authorized signatory of Seller Transferor whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Transferor hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when entitled after the occurrence of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to (Ai) endorse Seller’s Transferor's name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Agent Administrative Agent, for the benefit of the Agents and the Transferees, rather than SellerTransferor.

Collection Notices. The Program Administrative Agent is authorized to deliver the Collection Notices to the Lock-Box Banks (acting with i) upon the consent occurrence and during the continuance of an Amortization Event or at (ii) if Administrative Agent notifies the direction Seller that it deems it necessary or advisable in the reasonable judgment of the Required Committed Investors) is authorized Administrative Agent following an adverse change in financial condition or circumstances of the Seller or the Performance Guarantor at any time when an Amortization Event exists or a Collection Notice Event has occurred and that Excess Availability is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu less than $24,000,000 (it being understood that (a) if Excess Availability of Servicer in accordance with Article II at least $24,000,000 is restored within three (3) Business Days of this Agreement. In making any such transfers and paymentsAdministrative Agent’s notification, the Program Administrative Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredallowed to deliver any Collection Notices unless and until Excess Availability falls below $24,000,000 again, and (b) no further prior notice to transfer the Seller Parties shall be required to deliver such amounts to, or Collection Notice). Subject to retain such amounts inthe terms of the applicable Lock-Box Agreement, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers has transferred to the Program Agent Administrative Agent, for the benefit of the InvestorsPurchaser Parties, effective when exclusive “control” over each Lock-Box and related Lock-Box Accounts; provided, however, that the Program Agent delivers any such notice, Seller Parties shall retain the exclusive ownership right to direct dispositions of funds from the Lock-Boxes and control Lock-Box Accounts prior to delivery of the applicable Blocked Account and control of the applicable Lock-BoxCollection Notices. In case any authorized signatory of the Seller whose signature appears on a Blocked Lock-Box Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitled, when an Amortization Event exists or a entitled (a) at any time after delivery of the Collection Notice Event has occurred and is continuingNotices, to (A) endorse the Seller’s name on checks and other instruments representing Collections, (Bb) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security Security, and (Cc) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than the Seller.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence and continuation of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and paymentsBorrower hereby transfers, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be requiredfullest extent permitted by applicable law, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsLenders, effective when the Program Administrative Agent delivers any such notice, the exclusive ownership and control of each Lock Box and the applicable Blocked Account and control of the applicable Lock-BoxCollection Accounts. In case any authorized signatory of Seller Borrower whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller Borrower hereby authorizes irrevocably constitutes and appoints the Program AgentAdministrative Agent with full power of substitution, as Borrower’s true and agrees that lawful attorney-in-fact with full irrevocable power and authority in the Program place and stead of Borrower and in the name of Borrower or in its own name and without limiting the generality of the foregoing, grants to Administrative Agent shall be entitledthe power and right, when an Amortization Event exists on behalf of Borrower, without notice or a Collection Notice Event has occurred and is continuing, assent by Borrower to (Ai) at any time after delivery of the Collection Notices, endorse Seller60993798_4.DOC Borrower’s name on checks and other instruments representing Collections, (Bii) at any time after the occurrence and continuation of an Amortization Event, enforce the Receivables, the related Contracts and the Related Security Security, and (Ciii) at any time after the occurrence and continuation of an Amortization Event, take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program Administrative Agent rather than SellerBorrower.

Collection Notices. The Program Agent (acting with Subject to the consent or at Intercreditor Agreement and after the direction Discharge of the Required Committed Investors) First Lien Obligations, the SLOT Agent is authorized at any time when an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this Agreement. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to itNotices. Seller hereby transfers to the Program SLOT Agent for the benefit of the InvestorsSLOT Purchaser, effective when the Program SLOT Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Program SLOT Agent, and agrees that that, subject to the Program Intercreditor Agreement and after the Discharge of the First Lien Obligations, the SLOT Agent shall be entitled, when entitled after the occurrence and during the continuance of an Amortization Event exists or a Collection Notice Event has occurred and is continuing, to (Ai) endorse Seller’s and the applicable Originator’s name on checks and other instruments representing Collections, (Bii) enforce the Receivables, the related Contracts and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Program SLOT Agent rather than Seller. If an Originator identifies, to the satisfaction of the SLOT Agent, any remittances received in any Lock-Box or Collection Account as not constituting Collections or other proceeds of the Receivables and Related Security, the SLOT Agent shall promptly remit (or instruct the applicable Collection Bank to remit) such remittances to such Originator.

Collection Notices. The Program Administrative Agent (acting with the consent or at the direction of the Required Committed Investors) is authorized at any time when after the occurrence of an Amortization Event exists or a Event, in accordance with the applicable Collection Notice Event has occurred and is continuingAccount Agreements, to date and to deliver to the Collection Banks the Collection Notices and thereafter to make transfers and payments from Blocked Accounts and the Collection Account in lieu of Servicer in accordance with Article II of this AgreementNotices. In making any such transfers and payments, the Program Agent shall be entitled to rely on the periodic reports provided by Servicer hereunder and upon notices from any Managing Agent and any Investor with respect to amounts payable to such Managing Agent (or members of its Investor Group) or to such Investor and upon the Program Agent’s records with respect to payments to be made to the Program Agent, any Managing Agent and any Investor and shall be fully protected in acting thereon; provided that if the Program Agent determines in good faith that it does not have sufficient information to determine amounts transferable or payable from Blocked Accounts and the Collection Account hereunder or has conflicting information with respect thereto, the Program Agent shall be entitled, but shall not be required, to transfer such amounts to, or to retain such amounts in, the Collection Account pending its receipt of further information satisfactory to it. The Seller hereby transfers to the Program Administrative Agent for the benefit of the InvestorsPurchasers, effective when the Program Agent delivers any such notice, the exclusive ownership and control of the applicable Blocked Account and control of the applicable each Lock-BoxBox and the Collection Accounts. In case any authorized signatory of the Seller whose signature appears on a Blocked Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Program Administrative Agent, and agrees that the Program Administrative Agent shall be entitledentitled to, when at any time after the occurrence of an Amortization Event exists or a Collection Notice Event has occurred and is continuingEvent, to (Ai) endorse the Seller’s name on checks and other instruments representing CollectionsCollections of Receivables Assets, (Bii) enforce the Receivables, the related Contracts Contracts, Invoices and the Related Security and (Ciii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables Assets to come into the possession of the Program Administrative Agent rather than the Seller. . Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent, any Managing Agent or any Purchaser of its rights hereunder shall not release the Servicer, any Originator or the Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts or Invoices. None of the Administrative Agent, the Managing Agents or the Purchasers shall have any obligation or liability with respect to any Receivables or related Contracts or Invoices, nor shall any of them be obligated to perform the obligations of the Seller.