Common use of Collection of Collateral Payments Clause in Contracts

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing Subsidiary. Upon the request of the Collateral Agent while an Event of Default exists, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (d) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing SubsidiaryCompany. Upon the request of the Collateral Agent while an Event of a Default exists, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of a Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Secured Obligations and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Borrowers shall, at its their sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Administrative Agent may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as the Company Borrowers may reasonably deem advisable; provided, however, that the Borrowers shall not, without the prior written consent of the Administrative Agent, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or, without notice to the applicable Borrowing SubsidiaryAdministrative Agent, accept any prepayment on account thereof. Upon the request of the Collateral Administrative Agent while (which request will only be made following the occurrence of an Event of Default existswith respect to Collateral Payments consisting of monthly payments of principal and interest on Mortgage Loans included in the Collateral), the Company or the applicable Borrowing Subsidiary Borrowers will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Administrative Agent (or to the Company or the applicable Borrowing Subsidiary Borrowers in care of the Collateral Administrative Agent) at such address as the Collateral Administrative Agent may designate. The Company Borrowers will reimburse the Collateral Administrative Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Administrative Agent or the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon Upon the request of the Collateral Agent Administrative Agent, the Company and each Borrowing Subsidiary will Borrowers will, forthwith upon receipt, transmit and deliver to the Collateral Administrative Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Administrative Agent) which may be received by any of the Company or any Borrowing Subsidiary Borrowers at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Administrative Agent, such items will be held in trust for the Collateral Administrative Agent for the benefit of the Secured Parties and will not be commingled by any of the Company or any Borrowing Subsidiary Borrowers with any of their its other funds or property. Thereafter, the Collateral Administrative Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Borrower on any check, draft or other instrument for the payment of money received by the Collateral Administrative Agent on account of any Collateral Payment if the Collateral Administrative Agent believes such endorsement is necessary or desirable for purposes of collection. It is expressly acknowledged and agreed by the Borrowers that following the occurrence of an Event of Default the Administrative Agent is entitled to notify any Obligor to make payments directly to the Administrative Agent or its designee which shall hold all proceeds so received for the benefit of the Secured Parties. (dc) The Company Borrowers hereby agrees agree to indemnify, defend and save harmless each of the Administrative Agent, the Lenders and the Collateral Agent and its their agents, officers, employees and representatives from and against all reasonable liabilities and reasonable out-of-pocket expenses on account of any adverse claim asserted against the Administrative Agent or the Collateral Agent relating to any moneys received by the Administrative Agent or the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Administrative Agent or the Collateral Agent, respectively) and such obligation of the Company Borrowers shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain paymentpayment directly, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral PaymentsCOLLATERAL PAYMENTS" or a "Collateral PaymentCOLLATERAL PAYMENT"), consistent with all requirements of law and contractual obligations binding upon the Company or Company, but subject to the applicable Borrowing SubsidiaryCompany's reasonable business judgment and right to contest as set forth in SECTION 6(e) above. Upon the request of the Collateral Agent while an Event Directing Creditors following the occurrence of a Major Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, Payment to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designatedesignate which payment will promptly be deposited into the Collateral Proceeds Account. The Company will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of a Major Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Creditors and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. The Collateral Agent shall, promptly upon receipt of any payment of money, deposit such sum into the Collateral Proceeds Account. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent Agent, the Secured Creditors and its their respective agents, officers, employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or any Secured Creditor relating to any moneys received by the Collateral Agent or any Secured Creditor on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral AgentAgent or any Secured Creditor) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Secured Obligations and/or the release of the security interest granted in Paragraph SECTION 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its his sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent or the Required Creditors may reasonably request, or, in the absence of law such request, as the Pledgor may reasonably deem advisable; provided, however, subject to Section 14(g) and contractual obligations binding pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the Company earlier to occur of an Alternate Major Default or October 15, 2002, or if otherwise prohibited by the Debt Documents or the applicable Borrowing SubsidiaryRestructure Documents, the Pledgor shall not, without the prior written consent of the Directing Creditors (which consent shall not be unreasonably withheld), grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon Subject to Section 14(g) and pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the request of the Collateral Agent while at the direction of the Directing Creditors following the earlier to occur of an Event of Alternate Major Default existsor October 15, 2002, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account Subject to Section 14(g) and notify the Company pursuant to Section 14(f) of the receipt of such funds. If AGC Collateral Agency Agreement, upon the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence earlier to occur of an Event of DefaultAlternate Major Default or October 15, 2002 and upon the request of the Collateral Agent or the Company and each Borrowing Subsidiary will Directing Creditors, the Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their his other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Agent, the Secured Parties and its their respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or the Secured Parties (except for the Collateral Agent's or the Secured Parties' own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent or the Secured Parties on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement and the resignation or removal of the Collateral Agent.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Required Creditors may reasonably request, or, in the absence of law such request, as the Pledgor may reasonably deem advisable; provided, however, in the event of a Major Default or if otherwise prohibited by the Debt Documents and contractual obligations binding upon the Company Restructure Documents, the Pledgor shall not, without the prior written consent of the Directing Creditors (which consent shall not be unreasonably withheld), grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while an Event Directing Creditors following the occurrence and during the continuance of Default existsa Major Default, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shallIf there shall occur, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivableand be continuing, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Major Default, upon the request of the Collateral Agent or any Directing Creditors, the Company and each Borrowing Subsidiary will Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name names of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Agent, the Secured Parties and its their respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or the Secured Parties (except for the Collateral Agent's or the Secured Parties' own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent or the Secured Parties on account of any Collateral Payment (other than as following the occurrence of a direct result of the gross negligence or willful misconduct of the Collateral Agent) Major Default, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement and the resignation or removal of the Collateral Agent.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Borrower shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due Collateral Payments, including, without limitation, the taking of such action with respect thereto as Lender may reasonably request, or, in the absence of such request, as Borrower may reasonably deem advisable; provided that Borrower shall not, without the prior written consent of Lender, grant or agree to become due any rebate, refund, compromise or extension with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing Subsidiary. Upon the request of Lender following the Collateral Agent while occurrence of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary will Borrower shall notify and direct any party who is or might become obligated to make any Collateral PaymentPayment with respect to the Collateral, to make payment thereof to the Collateral Agent Lender (or to the Company or the applicable Borrowing Subsidiary Borrower in care of the Collateral AgentLender) at such address as the Collateral Agent Lender may designate. The Company will Borrower shall reimburse the Collateral Agent Lender promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, actually incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of DefaultDefault has occurred and is continuing, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will Lender. Borrower shall, immediately upon receipt, transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where when required so that such items may be collected by the Collateral AgentLender) which that may be received by the Company or any Borrowing Subsidiary Borrower at any time as payment on account of any Collateral Payment with respect to the Collateral and if such request shall be is made, until delivery to the Collateral AgentLender, such items will shall be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will shall not be commingled by the Company or any Borrowing Subsidiary Borrower with any of their its other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Borrower on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Borrower shall indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives Lender from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Lender relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Borrower shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 4.1 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its her sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent or the Required Purchasers may reasonably request, or, in the absence of law and contractual obligations binding such request, as the Pledgor may reasonably deem advisable; provided, however, pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the Company occurrence of an Alternate Major Default, or the applicable Borrowing Subsidiaryfailure of Xxxxx X. Xxxxx to provide the Alternate Pledge Collateral on March 31, 2003, or if otherwise prohibited by the Debt Documents or the Restructure Documents, the Pledgor shall not, without the prior written consent of the Required Purchasers (which consent shall not be unreasonably withheld), grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon Pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the request of the Collateral Agent while at the direction of the Required Purchasers following an Event Alternate Major Default, or the failure of Default existsXxxxx X. Xxxxx to provide the Alternate Pledge Collateral on March 31, 2003, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company Pursuant to Section 14(f) of the receipt of such funds. If the AGC Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsementAgency Agreement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the upon occurrence of an Event of Alternate Major Default, or the failure of Xxxxx X. Xxxxx to provide the Alternate Pledge Collateral on March 31, 2003, and upon the request of the Collateral Agent or the Company and each Borrowing Subsidiary will Required Purchasers, the Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their her other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Agent, the Secured Parties and its their respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or the Secured Parties (except for the Collateral Agent's or the Secured Parties' own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent or the Secured Parties on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement and the resignation or removal of the Collateral Agent.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Agent or any Lender may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Lenders, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof except in the applicable Borrowing Subsidiaryordinary course of business. Upon Following the occurrence of an Event of Default, upon the request of the Collateral Agent while an Event of Default existsAgent, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof directly to the Collateral Agent (to such account or accounts as the Agent may designate in writing and to execute all instruments and take all action required by the Company or Agent to ensure the applicable Borrowing Subsidiary in care rights of the Collateral Agent) at such address as Agent for the Collateral Agent may designate. The Company will reimburse benefit of the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by Lenders in the Collateral Agent in seeking to collect any Collateral PaymentCollateral. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon Upon the request of the Collateral Agent at the direction of all the Lenders, the Company and each Borrowing Subsidiary will will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for and the benefit of the Secured Parties Lenders and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes purpose of collection. (dc) The Company hereby agrees to indemnify, defend will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 2 above.. -----------

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its his sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent or the Required Purchasers may reasonably request, or, in the absence of law and contractual obligations binding such request, as the Pledgor may reasonably deem advisable; provided, however, pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the Company occurrence of an Alternate Major Default, or the applicable Borrowing Subsidiaryfailure of David G. Price to provide the Alternate Pledge Collateral on March 31, 0000, xx xx otherwise prohibited by the Debt Documents or the Restructure Documents, the Pledgor shall not, without the prior written consent of the Required Purchasers (which consent shall not be unreasonably withheld), grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon Pursuant to Section 14(f) of the AGC Collateral Agency Agreement, upon the request of the Collateral Agent while at the direction of the Required Purchasers following an Event of Default existsAlternate Major Default, the Company or the applicable Borrowing Subsidiary failure of David G. Price to provide the Alternate Pledge Collateral on March 31, 0000, xxx Xxedgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company Pursuant to Section 14(f) of the receipt of such funds. If the AGC Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsementAgency Agreement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the upon occurrence of an Event Alternate Major Default or the failure of DefaultDavid G. Price to provide the Alternate Pledge Collateral on March 31, upon 0000, xxx xxon the request of the Collateral Agent or the Company and each Borrowing Subsidiary will Required Purchasers, the Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their his other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Agent, the Secured Parties and its their respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or the Secured Parties (except for the Collateral Agent's or the Secured Parties' own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent or the Secured Parties on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement and the resignation or removal of the Collateral Agent.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its commercially reasonable best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as Company may reasonably deem advisable; provided, however, that Company shall not, without the Company prior written consent of the Lender, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof other than in the applicable Borrowing Subsidiaryordinary course of Company's business. Upon the request of the Collateral Agent while Lender made at any time following the occurrence and during the continuance of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to such accounts as the Lender may direct in writing and to execute all instruments and take all action required by the Lender to ensure the rights of the Lender in any Collateral Agent (or subject to the Company or the applicable Borrowing Subsidiary in care Federal Assignment of the Collateral Agent) at such address Claims Act of 1940, as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Paymentamended. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into Upon the Collateral Agent's Settlement Account and notify the Company request of the receipt of such funds. If the Collateral Agent receives Lender made at any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following time following the occurrence and during the continuance of an Event of Default, Company will, forthwith upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will receipt, transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives Lender from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Lender relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 1 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Borrower shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing SubsidiaryBorrower, but subject to Borrower's reasonable business judgment and right to contest as set forth in Section 7(e) above. Upon the request of the Collateral Agent while an Event Required Creditors following the occurrence of a Major Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary Borrower will notify and direct any party who is or might become obligated to make any Collateral Payment, Payment to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Borrower in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Borrower will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of a Major Default, upon the request of the Collateral Agent Required Creditors the Company and each Borrowing Subsidiary Borrower will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Borrower at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Creditors and will not be commingled by the Company or any Borrowing Subsidiary Borrower with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Borrower on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Borrower hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company Borrower shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Secured Obligations and/or the release of the security interest granted in Paragraph Section 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or each such payment being referred to as a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Lender, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment. Upon the request of the Collateral Agent while Lender following the occurrence and during the continuance of an Event of Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent Lender (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral AgentLender) at such address as the Collateral Agent Lender may designate. The Company will reimburse the Collateral Agent Lender promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence and during the continuance of an Event of Default, upon the request of the Collateral Agent Lender the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent Lender and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Lender relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral AgentLender) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 2 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including the taking of such action with all requirements respect thereto as the Collateral Agent may reasonably request or, in the absence of law and contractual obligations binding upon such request, as the Company Pledgor may reasonably deem advisable; provided that the Pledgor shall not, without the prior written consent of the Collateral Agent, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment. Upon the request of the Collateral Agent while Required Banks following the occurrence of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who which is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account If a Default shall have occurred and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Defaultbe continuing, upon the request of the Collateral Agent Required Banks, the Company and each Borrowing Subsidiary will Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the exact form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their its other funds or property. Thereafter, the The Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Pledgor will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and out-of-pocket expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Secured Obligations and the release of the security interest granted in Paragraph 3 aboveSecurity Interest; provided that the foregoing indemnity shall not be applicable to any liabilities and expenses suffered by the Collateral Agent to the extent such liabilities and expenses are determined by a judgment of a court that is binding on the Pledgor and the Collateral Agent, final and not subject to review on appeal, to be the result of acts or omissions on the part of the Collateral Agent constituting willful misconduct or gross negligence.

Collection of Collateral Payments. (a) The Company Until there shall occur an Event of Default or the applicable Borrowing Subsidiary Potential Default, Debtor shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as Secured Party may request, or, in the absence of law and contractual obligations binding upon such request, as Debtor may reasonably deem advisable; provided, however, that Debtor shall not, without the Company prior written consent of Secured Party, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise, or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while After an Event of Default existsor Potential Default, upon the Company request of Secured Party, Debtor will, or the applicable Borrowing Subsidiary will Secured Party in its absolute discretion may, notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent Secured Party (or to the Company or the applicable Borrowing Subsidiary Debtor in care of the Collateral AgentSecured Party) at such address as the Collateral Agent Secured Party may designate. The Company Debtor will reimburse the Collateral Agent Secured Party promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Secured Party in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent there shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of occur an Event of Default or Potential Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will Secured Party Debtor will, forthwith upon receipt, transmit and deliver to the Collateral AgentSecured Party, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Secured Party at any time as payment on account of any Collateral Payment Payment) and if such request shall be made, until delivery to the Collateral AgentSecured Party, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Party and will not be commingled by the Company or any Borrowing Subsidiary Debtor with any of their its other funds or property. Thereafter, the Collateral Agent Secured Party is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Debtor on any check, draft or other instrument for the payment of money received by the Collateral Agent Secured Party on account of any Collateral Payment if the Collateral Agent Secured Party believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Debtor will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives Secured Party from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Secured Party relating to any moneys received by the Collateral Agent Secured Party on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such Payment. Such obligation of the Company Debtor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 1 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Borrower shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing SubsidiaryBorrower. Upon the request of the Collateral Agent while an Event following the occurrence of a Default existsand acceleration of the Obligations (and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary Borrower will notify and direct any party who is or might become obligated to make any Collateral Payment, Payment to make payment thereof to the Collateral Agent (or to an FHA Title I Approved Mortgagee designated by the Company Collateral Agent or to the applicable Borrowing Subsidiary Borrower in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Borrower will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event a Default and acceleration of Defaultthe Obligations, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary Borrower will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent or an FHA Title I Approved Mortgagee designated by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Borrower at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Borrower with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Borrower on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Borrower hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company Borrower shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Obligations and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its commercially reasonable best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as Company may reasonably deem advisable; provided, however, that Company shall not, without the Company prior written consent of the Lender, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof other than in the applicable Borrowing Subsidiaryordinary course of Company's business. Upon the request of the Collateral Agent while Lender made at any time following the occurrence and during the continuance of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to such accounts as the Lender may direct in writing and to execute all instruments and take all action required by the Lender to ensure the rights of the Lender in any Collateral Agent (or subject to the Company or the applicable Borrowing Subsidiary in care Federal Assignment of the Collateral Agent) at such address Claims Act of 1940, as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Paymentamended. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into Upon the Collateral Agent's Settlement Account and notify the Company request of the receipt of such funds. If the Collateral Agent receives Lender made at any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following time following the occurrence and during the continuance of an Event of Default, Company will, forthwith upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will receipt, transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives Lender from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Lender relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Secured Obligations and the release of the security interest granted in Paragraph 3 1 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing SubsidiaryCompany. Upon the request of the Collateral Credit Agent while an Event of a Default exists, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Credit Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Credit Agent may designate. The Company will reimburse the Collateral Credit Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Credit Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of a Default, upon the request of the Collateral Credit Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Credit Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Credit Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Credit Payment and if such request shall be made, until delivery to the Collateral Credit Agent, such items will be held in trust for the Collateral Credit Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Credit Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Credit Agent on account of any Collateral Payment if the Collateral Credit Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its the Credit Agent and their respective agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent or the Credit Agent relating to any moneys received by the Collateral Agent or the Credit Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent or the Credit Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Secured Obligations and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Debtor shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent or any Secured Party may reasonably request, or, in the absence of law such request, as Debtor may reasonably deem advisable; provided, however, that following the occurrence and contractual obligations binding upon during the Company continuance of an Event of Default and notice from the Collateral Agent to the Company, Debtor shall not without the consent of the Collateral Agent grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while at the direction of all the Secured Parties following the occurrence and during the continuance of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary Debtor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address accounts as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for direct in writing and to execute all out-of-pocket costs instruments and expenses, including reasonable attorneys' fees and litigation expenses, incurred take all action required by the Collateral Agent to ensure the rights of the Collateral Agent for the benefit of the Secured Parties in seeking to collect any Collateral Paymentsubject to the Federal Assignment of Claims Act of 1940, as amended. (b) The Collateral Agent shall, promptly upon receipt Upon the request of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following which request will be made only following the occurrence and during the continuance of an Event of Default, Debtor will, forthwith upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Debtor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of and the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Debtor with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Debtor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (d) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or Each of the applicable Borrowing Subsidiary Grantors shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral PaymentsCOLLATERAL PAYMENTS" or a "Collateral PaymentCOLLATERAL PAYMENT"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as such Grantor may reasonably deem advisable; provided that neither Grantor shall, without the Company prior written consent of the Agent, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment. Upon the request of the Collateral Agent while Required Lenders following the occurrence of an Event of Default existsDefault, each of the Company or the applicable Borrowing Subsidiary will Grantors shall notify and direct any party who is or might become obligated to make any Collateral PaymentPayment with respect to the Collateral, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Grantors will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, actually incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of DefaultDefault has occurred and is continuing, upon the request of the Collateral Agent Required Lenders, the Company and each Borrowing Subsidiary will Grantors shall, immediately upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where if required so that such items may be collected by the Collateral Agent) which that may be received by the Company or any Borrowing Subsidiary Grantors at any time as payment on account of any Collateral Payment with respect to the Collateral and if such request shall be is made, until delivery to the Collateral Agent, such items will shall be held in trust for the Collateral Agent for the benefit of the Secured Parties and will shall not be commingled by the Company or any Borrowing Subsidiary Grantors with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Grantors on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Grantors shall indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of except to the extent caused by the gross negligence or willful misconduct of the Collateral Agent) Agent and such obligation of the Company Grantors shall continue in effect after survive the termination of this Agreement and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 Section 2 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Each Borrower shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due Collateral Payments, including, without limitation, the taking of such action with respect thereto as Agent may reasonably request, or, in the absence of such request, as such Borrower may reasonably deem advisable; provided that such Borrower shall not, without the prior written consent of Agent, grant or agree to become due any rebate, refund, compromise or extension with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing Subsidiary. Upon the request of the Collateral Agent while Required Lenders following the occurrence of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary will each Borrower shall notify and direct any party who is or might become obligated to make any Collateral PaymentPayment with respect to the Collateral, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary such Borrower in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will Each Borrower shall reimburse the Collateral Agent promptly upon demand for all out-out- of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, actually incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of DefaultDefault has occurred and is continuing, upon the request of the Collateral Agent the Company and Required Lenders, each Borrowing Subsidiary will Borrower shall, immediately upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where when required so that such items may be collected by the Collateral Agent) which that may be received by the Company or any Borrowing Subsidiary such Borrower at any time as payment on account of any Collateral Payment with respect to the Collateral and if such request shall be is made, until delivery to the Collateral Agent, such items will shall be held in trust for the Collateral Agent for the benefit of the Secured Parties and will shall not be commingled by the Company or any Borrowing Subsidiary such Borrower with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary each Borrower on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Each Borrower shall indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company each Borrower shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 4.1 above.

Collection of Collateral Payments. (a) The Company Until Secured Party gives notice to Debtor pursuant to PARAGRAPH 8(B) BELOW or exercises the applicable Borrowing Subsidiary shallSecured Party's rights under PARAGRAPH 10 hereof, at its sole cost Debtor shall be entitled to receive all collections on any and expenseall of the Mortgage Notes, Mortgages and any documents related to the foregoing (hereinafter collectively called "COLLECTIONS") and use its best efforts to obtain payment, when due and payable, the same in the normal course of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing Subsidiarybusiness. Upon the request of the Collateral Agent while an Event of Default exists, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated notice from Secured Party to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following Debtor given after the occurrence and during the continuation of an Event of Default, upon Debtor shall furnish to Secured Party not later than the request tenth Business Day after the end of each month a report on all Collections received during the preceding month and provide the same accounting therefor as Debtor customarily furnishes the Investors therein, including with respect to Collections on each Mortgage Loan: (1) the name of the Collateral Agent Obligor, (2) Debtor's loan number for the Company and each Borrowing Subsidiary will transmit and deliver Mortgage Loan, (3) current principal balance of the Mortgage Loan, (4) current escrow balance with respect to the Collateral AgentMortgage Loan, forthwith upon receipt (5) number and amount of past due payments on the Mortgage Loan and (6) the amount of the Collections received during such month with respect to the Mortgage Loan, itemized to show (A) principal portion, (B) interest portion and (C) portion thereof representing amounts paid in escrow for real estate taxes and insurance. (b) Upon notice from Secured Party to Debtor given after the occurrence and during the continuation of an Event of Default, Debtor shall hold all Collections representing principal payments and prepayments and escrows for real estate taxes and insurance in trust for Secured Party and shall promptly remit the same to Secured Party. All amounts representing the principal payments and prepayments on Mortgage Loans which are delivered to Secured Party pursuant to the preceding sentence shall be deposited in the form receivedSettlement Account and all amounts representing real estate tax and insurance escrows for Mortgage Loans which are delivered to Secured Party pursuant to the preceding sentence shall be deposited in an escrow account with any bank satisfactory to Debtor and Secured Party, all cash, checks, drafts and other instruments to be held for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collectionreal estate taxes and insurance premiums. (dc) The Company Debtor hereby agrees to indemnify, defend and save harmless the Collateral Agent Secured Party and its agents, officers, employees and representatives (collectively, the "INDEMNIFIED PERSONS") from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Secured Party relating to any moneys received by the Collateral Agent Secured Party on account of any Collateral Payment Collections WHETHER OR NOT SUCH LIABILITIES AND EXPENSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON (other than except for any such liabilities or expenses arising as a direct result of the gross negligence or willful misconduct of the Collateral Agentsuch Indemnified Person) and such obligation of the Company Debtor shall continue in effect after and notwithstanding the discharge of the Credit Secured Indebtedness and/or the release of the security interest granted in Paragraph PARAGRAPH 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Borrower shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Agent or any Lender may reasonably request, or, in the absence of law such request, as Borrower may reasonably deem advisable; provided, however, that Borrower shall not, without the prior written consent of the Agent and contractual obligations binding upon the Company Lenders, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof other than in the applicable Borrowing Subsidiaryordinary course of Borrower's business. Upon the request of the Collateral Agent while an Event at the direction of Default existsall the Lenders, the Company or the applicable Borrowing Subsidiary Borrower will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to such accounts as the Agent may direct in writing and to execute all instruments and take all action required by the Agent to ensure the rights of the Agent for the benefit of the Lenders in any Collateral Agent (or subject to the Company or the applicable Borrowing Subsidiary in care Federal Assignment of the Collateral Agent) at such address Claims Act of 1940, as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Paymentamended. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon Upon the request of the Collateral Agent Agent, which request will be made only following the Company and each Borrowing Subsidiary will occurrence of a Default, Borrower will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Borrower at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for and the benefit of the Secured Parties Lenders and will not be commingled by the Company or any Borrowing Subsidiary Borrower with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Borrower on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Borrower will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company Borrower shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Secured Obligations and the release of the security interest granted in Paragraph 3 2 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or each such payment being referred to as a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Collateral Agent may request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Collateral Agent, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while following the occurrence of an Event of Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent there shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of occur an Event of Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the negligence, gross negligence or willful misconduct of the Collateral AgentAgent or its employees) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its Pledgor's sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may reasonably request, or, in the absence of law and contractual obligations binding such request, as the Pledgor may reasonably deem advisable; provided, however, upon the Company occurrence and continuance of an Event of Default, or if otherwise prohibited by the applicable Borrowing SubsidiaryLoan Documents, the Pledgor shall not, without the prior written consent of the Lender, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while Lender at the direction of the Lender during the occurrence and continuance of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) Lender at such address as the Collateral Agent Lender may designate. The Company Pledgor will reimburse the Collateral Agent Lender promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and Subject to the Credit Agent before cashing any such check. (c) Following Support Agreement, upon the occurrence and continuance of an Event of Default, Default and upon the request of the Collateral Agent Lender, the Company and each Borrowing Subsidiary will Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their his other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Lender, and its respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent Lender (except for the Lender's own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or each such payment being referred to as a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Lender, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while Lender following the occurrence of an Event of Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent Lender (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral AgentLender) at such address as the Collateral Agent Lender may designate. The Company will reimburse the Collateral Agent Lender promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent there shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of occur an Event of Default, upon the request of the Collateral Agent Lender the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent Lender and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Lender relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral AgentLender) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 1 above.

Collection of Collateral Payments. (a) The Company shall make collection of all Pledged Loans, Receivables, Dealer Claims and any other sums due with respect to the Collateral (collectively, "Collateral Payments") unless notified to the contrary by the Collateral Agent after the occurrence and during the continuance of any Default or Event of Default and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof and of any separate written agreements between the Company and the Lender; provided that, other than in the ordinary course of the Company's business and consistent with practices historically observed by it, the Company shall not, without the prior written consent of the Lender, grant any extension of the time of payment of any Collateral Payment, compromise or settle any Collateral Payment for less than the full amount thereof, release (in whole or in part) any person or property liable for the payment thereof or granted as collateral security therefor, or allow any credit or discount whatsoever thereon. (b) Upon the occurrence of any Default or Event of Default hereunder, all instruments (including any postdated checks) at any time constituting part of the Collateral Payments shall, upon receipt by the Company and request by the Collateral Agent or the applicable Borrowing Subsidiary Lender, be immediately endorsed to and deposited with the Collateral Agent in the same form as received by the Company. Upon the occurrence and during the continuation of any Default or Event of Default hereunder, whether or not the Collateral Agent has exercised any or all of its rights under other provisions of this Section 16, in the event the Collateral Agent requests the Company to do so: (i) all chattel paper at any time constituting part of the Collateral Payments shall, upon receipt by the Company, be immediately endorsed to and deposited with the Collateral Agent; and/or (ii) the Company shall instruct all customers and account debtors to remit all payments in respect of Collateral Payments to a lock box or lock boxes under the sole custody and control of the Collateral Agent and which are maintained at post offices selected by the Collateral Agent. (c) Upon the occurrence and during the continuation of any Default or Event of Default hereunder, whether or not the Collateral Agent has exercised any or all of its sole cost rights under other provisions of this Section 16, the Collateral Agent or its designee may notify account debtors or others at any time that Collateral Payments have been assigned to the Collateral Agent or of the Collateral Agent' security interest therein and expenseeither in its own name, use its best efforts or the name of the Company, or both, demand, collect (including, without limitation, through a lock box analogous to obtain paymentthat described in Section 16(b)(ii) hereof), when due receive, receipt for, sue for, compound and payable, of give xxxuittance for any or all sums amounts due or to become due with respect to any Collateral ("on Collateral Payments" , and in the Collateral Agent's discretion file any claim or a "take any other action or proceeding which Collateral Payment"), consistent with all requirements of law Agent may deem necessary or appropriate to protect and contractual obligations binding realize upon the Company or security interest of Collateral Agent in the applicable Borrowing Subsidiary. Collateral Payments. (d) Upon the request occurrence and during the continuation of any Default or Event of Default hereunder, the Collateral Agent while an Event may, at any time or times thereafter, cause all instruments, chattel paper, monies or other proceeds of Default existsPledged Loans, the Company Receivables, Dealer Claims or the applicable Borrowing Subsidiary will notify and direct any party who is other Collateral Payments transmitted to or might become obligated to make any Collateral Payment, to make payment thereof to otherwise received by the Collateral Agent (or pursuant to the Company or the applicable Borrowing Subsidiary in care any of the Collateral Agentprovisions of Sections 16(a), 16(b) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs or 16(c) hereof to be deposited, handled and expenses, including reasonable attorneys' fees and litigation expenses, incurred administered by the Collateral Agent in seeking to collect any Collateral Payment. and through the Remittance Account (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If other accounts maintained by the Collateral Agent receives any check from at a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected commercial bank or banks selected by the Collateral Agent) which may be received by and the Company acknowledges that the maintenance of such Remittance Account or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled accounts by the Company or any Borrowing Subsidiary with any of their other funds or property. Thereafter, the Collateral Agent is hereby authorized solely for the Collateral Agent's own convenience and empowered that the Company does not have any right, title. or interest therein or any amounts at any time standing to endorse the name credit thereof. When final payment of checks, instruments or other items so received by the Lender as collections of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money Collateral Payments have been received by the Collateral Agent on account of any Collateral Payment if in cash or final solvent credits at its principal office, acceptable to the Collateral Agent believes as such, the same shall be given to the Lender and applied in payment of the Secured Obligations, whether or not then due and payable, in such endorsement is necessary or desirable for purposes of collection. amounts, in such manner and order. as set forth in the Credit Agreement (d) The Company hereby agrees to indemnifyprovided, defend and save harmless however, that the Collateral Agent may at the Lender's direction credit uncollected funds in payment of the Secured Obligations, provided further that the Company shall be liable for and its agentspay upon demand any overdraft caused thereby, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against together with interest thereon at the Default Rate). Neither the Collateral Agent relating nor the Lender shall be required to any moneys received by the Collateral Agent on account of any Collateral Payment (other make such applications more frequently than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 aboveonce per week.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or each such payment being referred to as a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Lender, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while Lender following the occurrence of an Event of Default exists(and subject to the requirements of applicable law), the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent Lender (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral AgentLender) at such address as the Collateral Agent Lender may designate. The Company will reimburse the Collateral Agent Lender promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent there shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of occur an Event of Default, upon the request of the Collateral Agent Lender the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (d) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 above.the

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing SubsidiaryCompany. Upon the request of the Collateral Agent while an Event of Default exists, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary with any of their other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (d) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Agent or any Lender may reasonably request, or, in the absence of law and contractual obligations binding upon such request, as the Company may reasonably deem advisable; provided, however, that the Company shall not, without the prior written consent of the Lenders, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof except in the applicable Borrowing Subsidiaryordinary course of business. Upon Following the occurrence of an Event of Default, upon the request of the Collateral Agent while an Event of Default existsAgent, the Company or the applicable Borrowing Subsidiary will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof directly to the Collateral Agent (to such account or accounts as the Agent may designate in writing and to execute all instruments and take all action required by the Company or Agent to ensure the applicable Borrowing Subsidiary in care rights of the Collateral Agent) at such address as Agent for the Collateral Agent may designate. The Company will reimburse benefit of the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by Lenders in the Collateral Agent in seeking to collect any Collateral PaymentCollateral. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Default, upon Upon the request of the Collateral Agent at the direction of all the Lenders, the Company and each Borrowing Subsidiary will will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for and the benefit of the Secured Parties Lenders and will not be commingled by the Company or any Borrowing Subsidiary with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 2 above.. -----------

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Pledgor shall, at its sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Required Creditors may reasonably request, or, in the absence of law such request, as the Pledgor may reasonably deem advisable; provided, however, in the event of a Major Default or if otherwise prohibited by the Debt Documents and contractual obligations binding upon the Company Restructure Documents, the Pledgor shall not, without the prior written consent of the Directing Creditors (which consent shall not be unreasonably withheld), grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while an Event Directing Creditors following the occurrence and during the continuance of Default existsa Major Default, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary Pledgor in care of the Collateral Agent) at such address as the Collateral Agent may designate. The Company Pledgor will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shallIf there shall occur, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivableand be continuing, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of Major Default, upon the request of the Collateral Agent or any Directing Creditors, the Company and each Borrowing Subsidiary will Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name names of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Agent, the Secured Parties and its their respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or the Secured Parties (except for the Collateral Agent's or the Secured Parties' own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent or the Secured Parties on account of any Collateral Payment (other than as following the occurrence of a direct result of the gross negligence or willful misconduct of the Collateral Agent) Major Default, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement and the resignation or removal of the Collateral Agent.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Debtor shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Agent or any Secured Party may reasonably request, or, in the absence of law such request, as Debtor may reasonably deem advisable; provided, however, that Debtor shall not, without the prior written consent of the Agent and contractual obligations binding upon the Company Secured Parties, grant or the applicable Borrowing Subsidiaryagree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while an Event at the direction of Default existsall the Secured Parties, the Company or the applicable Borrowing Subsidiary Debtor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to such accounts as the Agent may direct in writing and to execute all instruments and take all action required by the Agent to ensure the rights of the Agent for the benefit of the Secured Parties in any Collateral Agent (or subject to the Company or the applicable Borrowing Subsidiary in care Federal Assignment of the Collateral Agent) at such address Claims Act of 1940, as the Collateral Agent may designate. The Company will reimburse the Collateral Agent promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Paymentamended. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into Upon the Collateral Agent's Settlement Account and notify the Company request of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsementAgent, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following which request will be made only following the occurrence of an Event of Default, Debtor will, forthwith upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will receipt, transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Debtor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of and the Secured Parties and will not be commingled by the Company or any Borrowing Subsidiary Debtor with any of their its other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Debtor on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. (d) The Company hereby agrees to indemnify, defend and save harmless the Collateral Agent and its agents, officers, employees and representatives from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent relating to any moneys received by the Collateral Agent on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such obligation of the Company shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or the release of the security interest granted in Paragraph 3 above.

Collection of Collateral Payments. (a) The Company or Each of the applicable Borrowing Subsidiary Guarantors shall, at its the Company's sole cost and expense, use its best efforts endeavor to obtain paymentpayment directly, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral PaymentsCOLLATERAL PAYMENTS" or a "Collateral PaymentCOLLATERAL PAYMENT"), consistent with all requirements of law and contractual obligations binding upon the Company or the applicable Borrowing Subsidiarysuch Guarantor, but subject to such Guarantor's reasonable business judgment and right to contest as set forth in SECTION 6(E) above. Upon the request of the Collateral Agent while Directing Creditors following the occurrence of an Event Alternate Major Default with respect to David G. Price or Mountaingate or a Major Default with respect to GEX xx XXX, xx xpplicable (and subject to the requirements of Default existsapplicable law), the Company or the applicable Borrowing Subsidiary Guarantors will notify and direct any party who is or might become obligated to make any Collateral Payment, Payment to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent may designatedesignate which payment will promptly be deposited into the Collateral Proceeds Account. The Company will reimburse the Collateral Agent promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of an Event of DefaultAlternate Major Default with respect to David G. Price or Mountaingate or a Major Default with respect to GEX xx XXX, upon the request xx xpplicable, each of the Collateral Agent the Company and each Borrowing Subsidiary Guarantors will transmit and deliver to the Collateral Agent, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Guarantor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral Agent, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Creditors and will not be commingled by the Company or any Borrowing Subsidiary Guarantors with any of their its or his other funds or property. Thereafter, the Collateral Agent is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Guarantors on any check, draft or other instrument for the payment of money received by the Collateral Agent on account of any Collateral Payment if the Collateral Agent believes such endorsement is necessary or desirable for purposes of collection. The Collateral Agent shall, promptly upon receipt of any payment of money, deposit such sum into the Collateral Proceeds Account. (dc) The Company Each of the Guarantors hereby agrees to indemnify, defend and save harmless the Collateral Agent Agent, the Secured Creditors and its their respective agents, officers, employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent or any Secured Creditor relating to any moneys received by the Collateral Agent or any Secured Creditor on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral AgentAgent or any Secured Creditor) and such obligation of each of the Company Guarantors shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness Secured Obligations and/or the release of the security interest granted in Paragraph SECTION 3 above.

Collection of Collateral Payments. (a) The Company or the applicable Borrowing Subsidiary Each Pledgor shall, at its such Pledgor's sole cost and expense, use its best efforts take all reasonably necessary action to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as the Lender may reasonably request, or, in the absence of law and contractual obligations binding such request, as the Pledgor may reasonably deem advisable; provided, however, upon the Company occurrence and continuance of an Event of Default, or if otherwise prohibited by the applicable Borrowing SubsidiaryLoan Documents, the Pledgor shall not, without the prior written consent of the Lender, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Upon the request of the Collateral Agent while Lender at the direction of the Lender during the occurrence and continuance of an Event of Default existsDefault, the Company or the applicable Borrowing Subsidiary Pledgor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent (or to the Company or the applicable Borrowing Subsidiary in care of the Collateral Agent) at such address as the Collateral Agent Lender may designate. The Company Pledgor will reimburse the Collateral Agent Lender promptly upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Lender in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent shall obtain the consent of the Company and Subject to the Credit Agent before cashing any such check. (c) Following Support Agreement, upon the occurrence and continuance of an Event of Default, Default and upon the request of the Collateral Agent Lender, the Company and each Borrowing Subsidiary will Pledgor will, forthwith upon receipt, transmit and deliver to the Collateral AgentLender, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral AgentLender) which may be received by the Company or any Borrowing Subsidiary Pledgor at any time as payment on account of any Collateral Payment and if such request shall be made, until delivery to the Collateral AgentLender, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Lender and will not be commingled by the Company or any Borrowing Subsidiary Pledgor with any of their his other funds or property. Thereafter, the Collateral Agent Lender is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Pledgor on any check, draft or other instrument for the payment of money received by the Collateral Agent Lender on account of any Collateral Payment if the Collateral Agent Lender reasonably believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company Pledgor hereby agrees to indemnify, defend indemnifies and save saves harmless the Collateral Agent Lender, and its respective agents, officers, officers and employees and representatives from and against all reasonable liabilities and reasonable expenses on account of any adverse claim asserted against the Collateral Agent Lender (except for the Lender's own gross negligence or willful misconduct) relating to any moneys received by the Collateral Agent Lender on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) Payment, and such obligation of the Company Pledgor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 Section 1 above. This indemnity shall survive the termination of this Pledge Agreement.

Collection of Collateral Payments. (a) The Company Until there shall occur an Event of Default or the applicable Borrowing Subsidiary Potential Default, Debtor shall, at its sole cost and expense, use its best efforts endeavor to obtain payment, when due and payable, of all sums due or to become due with respect to any Collateral ("Collateral Payments" or a "Collateral Payment"), consistent including, without limitation, the taking of such action with all requirements respect thereto as Secured Party may request, or, in the absence of law and contractual obligations binding such request, as Debtor may reasonably deem advisable; provided, however, that Debtor shall not, without the prior written consent of Secured Party, grant or agree to any rebate, refund, compromise, or extension with respect to any Collateral Payment or accept any prepayment on account thereof. Thereafter, upon the Company or the applicable Borrowing Subsidiary. Upon the request of the Collateral Agent while an Event of Default existsSecured Party, the Company or the applicable Borrowing Subsidiary Debtor will notify and direct any party who is or might become obligated to make any Collateral Payment, to make payment thereof to the Collateral Agent Secured Party (or to the Company or the applicable Borrowing Subsidiary Debtor in care case of the Collateral AgentSecured Party) at such address as the Collateral Agent Secured Party may designate. The Company Debtor will reimburse the Collateral Agent Secured Party promptly upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Collateral Agent Secured Party in seeking to collect any Collateral Payment. (b) The Collateral Agent shall, promptly upon receipt of any funds delivered from any Servicing Purchaser as full or partial payment of any Pledged Servicing Sale Receivable, deposit such funds into the Collateral Agent's Settlement Account and notify the Company of the receipt of such funds. If the Collateral Agent receives any check from a Servicing Purchaser in payment of Servicing Sale Receivables and such check contains a restrictive endorsement, the Collateral Agent there shall obtain the consent of the Company and the Credit Agent before cashing any such check. (c) Following the occurrence of occur an Event of Default or Potential Default, upon the request of the Collateral Agent the Company and each Borrowing Subsidiary will Secured Party Debtor will, forthwith upon receipt, transmit and deliver to the Collateral AgentSecured Party, forthwith upon receipt and in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed where required so that such items may be collected by the Collateral Agent) which may be received by the Company or any Borrowing Subsidiary Secured Party at any time as payment on account of any Collateral Payment Payment) and if such request shall be made, until delivery to the Collateral AgentSecured Party, such items will be held in trust for the Collateral Agent for the benefit of the Secured Parties Party and will not be commingled by the Company or any Borrowing Subsidiary Debtor with any of their its other funds or property. Thereafter, the Collateral Agent Secured Party is hereby authorized and empowered to endorse the name of the Company or the applicable Borrowing Subsidiary Debtor on any check, draft or other instrument for the payment of money received by the Collateral Agent Secured Party on account of on any Collateral Payment if the Collateral Agent Secured Party believes such endorsement is necessary or desirable for purposes of collection. (dc) The Company hereby agrees to indemnify, defend Debtor will indemnify and save harmless the Collateral Agent and its agents, officers, employees and representatives Secured Party from and against all reasonable liabilities and expenses on account of any adverse claim asserted against the Collateral Agent Secured Party relating to any moneys received by the Collateral Agent Secured Party on account of any Collateral Payment (other than as a direct result of the gross negligence or willful misconduct of the Collateral Agent) and such Payment. Such obligation of the Company Debtor shall continue in effect after and notwithstanding the discharge of the Credit Indebtedness and/or Obligations and the release of the security interest granted in Paragraph 3 1 above.