Common use of CREDITING PAYMENTS; APPLICATION OF COLLECTIONS Clause in Contracts

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(c), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor any Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Bank pursuant to the Concentration Account Agreement, or by any other Blocked Account Bank, pursuant to any Blocked Account Agreements, or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1Sections 2.1 and 2.2, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower Borrowers for 2 one Business Days Day of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(aSection 2.7(a)(i) or SECTION 2.6(cSection 2.7(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwiseSection 2.1 and/or Section 2.2). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrowers or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.11:30 a.m. Eastern time. If any Collection item is received into the Agent's Account on a non-Business Day or after 11:30 a.m. Eastern time on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Bank or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall ----------- not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Effective Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(b), as applicable, on all Collections that are -------------- -------------- received by Foothill into the Concentration Account (regardless of whether forwarded to Foothill by the Concentration Account Bank to FoothillBank, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 ----------- Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.a.m. Los Angeles time. If any Collection item is received into the Foothill Account on a non-Business Day or after 11:00 a.m. Los Angeles time on a Business Day, it shall be deemed to have been received by Foothill as the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, ----------- but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 one Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are -------------- ----------------- received by Foothill Borrower, CCI or any other Loan Party, or any of their respective Subsidiaries, or Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section ------- 2.1, whether wire transferred or otherwise paid to the Agent Account, or --- otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower, CCI, any other Loan Party, or Foothillany of their respective Subsidiaries, or Agent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 one Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a one Business Day on or before 11:00 a.m.of interest

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment; provided, however, that Agent reserves the right, in its sole discretion, to exclude from such provisional reduction and payment the amount of any such Collections that Agent determines may constitute trust funds (e.g., production taxes, severance taxes, or payroll taxes) or amounts attributable to Mineral Interests of third Persons. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill the Lockbox Banks or Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, whether wire transferred directly to the Agent at the Agent Account in connection with a disposition permitted by Section 7.4 hereof or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Bank pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Lockbox Bank to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Lender (whether from transfers to Foothill Lender by the Concentration Account Bank pursuant to the Concentration Account Agreement or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1in the order as determined by Lender, in its sole discretion, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Lender Account or unless and until such Collection item is honored when presented for payment. From and after the Amendment Closing Date, Foothill Lender shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i), Section 2.6(a)(ii) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill Lender (regardless of whether forwarded by the Concentration Account Bank to FoothillLender, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of FoothillLender's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillLender, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Lender only if it is received into the Foothill Lender Account on a Business Day on or before 11:00 a.m.2:00 p.m. (Eastern time). If any Collection item is received into the Lender Account on a non-Business Day or after 2:00 p.m. (Eastern time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day. Notwithstanding the foregoing, (i) any Collections or other amounts received by Lender prior to the occurrence of an Event of Default that are not directed to be applied to the Loans in any particular order by Borrower or elsewhere in this Agreement shall be applied to the Obligations as Lender, in its sole discretion, shall determine, and (ii) any Collections or other amounts received by Lender after the occurrence of an Event of Default shall be applied to the Obligations as Lender, in its sole discretion, shall determine.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Lender (whether from transfers to Foothill Lender by the Concentration Account Bank pursuant to the Concentration Account Agreement or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding herein and any unpaid Advances under SECTION 2.1the Pre-Relief Date Loan Agreement in the order as determined by Lender, in its sole discretion, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Lender Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Lender shall be entitled to charge Borrower Borrowers for 2 two (2) Business Days of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i), Section 2.6(a)(ii) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill Lender (regardless of whether forwarded by the Concentration Account Bank to FoothillLender, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of FoothillLender's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrowers or FoothillLender, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Notwithstanding anything herein which may be construed to the contrary, no Collections will be remitted to Borrowers unless and until such Collections are fully collected. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Lender only if it is received into the Foothill Lender Account on a Business Day on or before 11:00 a.m.2:00 p.m. (Eastern time). If any Collection item is received into the Lender Account on a non-Business Day or after 2:00 p.m. (Eastern time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day. Notwithstanding the foregoing, (i) any Collections or other amounts received by Lender prior to the occurrence of an Event of Default that are not directed to be applied to the Loans in any particular order by Borrowers or elsewhere in this Agreement shall be applied to the Obligations as Lender, in its sole discretion, shall determine, and (ii) any Collections or other amounts received by Lender after the occurrence of an Event of Default shall be applied to the Obligations as Lender, in its sole discretion, shall determine.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one (1) Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but Section 2.1,but shall ------------ not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 one Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(c), as Section 2.6(a)(i)or Section 2.6(c)(i),as applicable, on all Collections that ----------------- ------------------ are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or Section 2.1,or otherwise). This across-the-board 2 one Business Day clearance or -------- float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. If, after applying Collections to Obligations then due, a credit remains, and if no Event of Default has occurred and is continuing, Foothill shall transfer such credit to Borrower's Designated Account. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 3 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.5(a) or SECTION 2.6(cSection 2.5(b), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank to Foothill, whether provisionally applied to reduce or, without duplication, all Collections that are deposited in any Blocked Account, or, without duplication, all Collections that are deposited in the Obligations under SECTION 2.1, or otherwise)Temporary Account. This across-the-board 2 3 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, whether they are remitted to the Foothill Account, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 3 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.a.m. Los Angeles time. If any Collection item is received into the Foothill Account on a non-Business Day or after 11:00 a.m. Los Angeles time on a Business Day, it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Administrative Agent (whether from transfers to Foothill Administrative Agent by the Concentration Restricted Account Banks pursuant to the Restricted Account Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Administrative Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Administrative Agent shall be entitled to charge Borrower for 2 one Business Days Day of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(a2.7(a)(i) or SECTION 2.6(c2.7(c)(i), as applicable, on all Collections that are received by Foothill Administrative Agent (regardless of whether forwarded by the Concentration Restricted Account Bank Banks to FoothillAdministrative Agent, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAdministrative Agent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Administrative Agent only if it is received into the Foothill Administrative Agent's Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.4(a) or SECTION 2.6(cSection 2.4(b), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 one Business Days Day of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 one Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Fee Date, Foothill shall be entitled to charge Borrower the Borrowers for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.3(a) or SECTION 2.6(cSection 2.3(b), as applicable, on all Collections that (a) from and after the Fee Date and until the Closing Date, are reported pursuant to Section 2.4(a), and (b) from and after the Closing Date, are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrowerthe Borrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor any Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower the Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.a.m. Los Angeles time. If -26- 27 any Collection item is received into the Foothill Account after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lock Box Bank pursuant to the Lock Box Agreement or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one and three-quarters (1.75) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.3(a) or SECTION 2.6(c), as applicable, (applicable to advances under Section 2.1) on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill Borrower or processed through the Lock Box (regardless of whether forwarded by the Concentration Account Lock Box Bank to Foothill, whether owned by Borrower or collected as agent for another, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one and three-quarters (1.75) Business Day clearance or float charge on all Collections Borrower receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection such check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment received by Foothill after 11:00 a.m. Los Angeles time shall be deemed to have been received by Foothill only if it is received into as of the Foothill Account opening of business on a the immediately following Business Day on or before 11:00 a.m.Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1in accordance with Section 2.5(b), but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower Borrowers for 2 two Business Days of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSection 2.7(a)(i) or SECTION 2.6(cSection 2.7(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of FoothillLender Group's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor any Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Blocked Account Bank pursuant to the Blocked Account Agreement or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one (1) Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Blocked Account Bank Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the depository account banks or Concentration Account Banks or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION 2.6(a2.4(a)(i) or SECTION 2.6(c2.4(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the depository account banks or Concentration Account Bank Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 one (1) Business Days Day of `'clearance' or `'float' for the sole account of Agent at the rate set forth in SECTION 2.6(aSection 2.7(a)(i) or SECTION 2.6(cSection 2.7(c)(i), as applicable, on all 42 49 Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.2:00 p.m. Atlanta, Georgia time. If any Collection item is received into the Agent's Account on a non-Business Day or after 2:00 p.m. Atlanta, Georgia time on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 one Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(c), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1Section 2.1 in ----------- the manner set forth therein, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 3 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as ----------------- ----------------- applicable, on all Collections of Borrower that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally so applied to reduce the Obligations under SECTION 2.1Section 2.1 (but, if ----------- and to the extent such Collections are not so provisionally applied, then such clearance charge shall be without duplication of interest charged to the Loan Account in respect of the portion of the Obligations that would have been so reduced if such Collections had been so provisionally applied), or otherwise). This across-the-the- board 2 3 Business Day clearance or float charge on all Collections of Borrower is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 3 Business Days of interest on such Collections. Should any Collection item of Borrower not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.2:00 p.m. New York time. If any Collection item is received into the Foothill Account on a non-Business Day or after 2:00 p.m. New York time on a Business Day, it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Designated Account Bank pursuant to the Concentration Account Agreement or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1the Loan Documents to zero and the excess, but if any, shall be transferred to the Designated Account. The application of such Collections (or the proceeds thereof) to the Obligations shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Effective Date, Foothill Agent on behalf of the Lender Group shall be entitled to charge Borrower for 2 3 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Designated Account Bank to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION 2.1the Loan Documents, or otherwise). This across-the-board 2 3 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothillthe Lender Group, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 3 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.a.m. (California time). If any Collection item is received into the Agent Account on a non-Business Day or after (11:00 a.m. California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day. The economic benefit of the 3 Business Day clearance or float charge provided for in this Section 2.8 is for the ratable benefit of the Lenders in accordance with their Pro Rata Shares.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business two (2)-Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, ----------- but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, ----------------- ----------------- on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 ----------- two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrowers or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 two Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(b)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.any

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(a2.6(a)(i) or SECTION 2.6(c2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account or otherwise) People's immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the Foothill Account appropriate deposit account of People's or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill People's shall be entitled to charge Borrower for 2 two (2) Business Days of `"clearance' or `float' " at the rate set forth in SECTION 2.6(aSection 2.3(a) or SECTION 2.6(cSection 2.3(b), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank to FoothillPeople's, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of FoothillPeople's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillPeople's, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to People's. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill People's only if it is received into the Foothill Account on a Business Day by People's on or before 11:00 a.m.2:00 p.m., it shall be deemed to have been received by People's as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Blocked Account Banks pursuant to the Blocked Account Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 one (1) Business Days of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSection 2.7(a) or SECTION 2.6(cSection 2.7(c), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Blocked Account Bank Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 four (4) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.5(a) or SECTION 2.6(cSection 2.5(b)(i), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 four (4) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day. At any time that all Obligations are paid in full and there exists a credit balance resulting from remittances from Borrower's Account Debtors or the receipt of funds from Borrower which overpay Obligations, Foothill shall transmit to Borrower such credit balance.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks and Depository Banks pursuant to the Lockbox Agreements, Depository Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge each Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then the applicable Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment; provided, however, that Agent reserves the right, in its sole discretion, to exclude from such provisional reduction and payment the amount of any such Collections that Agent determines may constitute trust funds (e.g., production taxes, severance taxes, or payroll taxes) or amounts attributable to Mineral Interests of third Persons. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 two Business Days of `clearance' or `float' at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill the Lockbox Banks or Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, whether wire transferred or otherwise paid to the Agent Account, or otherwise). This across-the-board 2 two Business Day Days clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Banks pursuant to the Concentration Account Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(ii) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Borrower or Foothill (regardless of whether forwarded by the Concentration Account Bank Banks to Foothill, whether provisionally applied to reduce the Obligations outstanding under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, : (a) any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a final payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower Borrowers for 2 one (1) Business Days Day of `clearance' or `float' solely for the benefit of Agent and not to be shared with the Lenders at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections of the Borrowers and the Canadian Subsidiary that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's the financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrowers, the Canadian Subsidiary or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.1:00 p.m. (Rosemont, Illinois time). If any Collection item is received into the Agent's Account on a non-Business Day or after 1:00 p.m. (Rosemont, Illinois time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account or otherwise) Lender immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the Foothill Account appropriate account of Lender or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill Lender shall be entitled to charge Borrower for 2 three (3) Business Days of `"clearance' or `float' " at the rate applicable rates set forth in SECTION 2.6(aSections 2.4(a) or SECTION 2.6(c), as applicable, and 2.4(b) (applicable to advances under Section 2.1) on all Collections collections, checks, or other items of payment other than wire transfers that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise)Lender. This across-the-board 2 three (3) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of FoothillLender's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillLender, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Lender. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill Lender only if it is received into by Lender at ___________________ (the Foothill Account on a Business Day "Payment Account") on or before 11:00 a.m.a.m. New Jersey time. If any wire transfer, check, or other item of payment is received into the Payment Account after 11:00 a.m. New Jersey time it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Bank pursuant to the Concentration Account Agreement, or by any other Blocked Account Bank, pursuant to any Blocked Account Agreements, or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 one Business Days Day of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(aSection 2.7(a)(i) or SECTION 2.6(cSection 2.7(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.11:30 a.m. Eastern time. If any Collection item is received into the Agent's Account on a non-Business Day or after 11:30 a.m. Eastern time on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lock Box Banks pursuant to the Lock Box Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 three (3) Business Days of `clearance' or `float' at the rate applicable rates set forth in SECTION 2.6(aSections 2.5(a) or SECTION 2.6(c), as applicable, and 2.5(b) (applicable to advances under Section 2.1) on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lock Box Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 three (3) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lock Box Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lock Box Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Designated Account Bank pursuant to the Concentration Account Agreement or otherwise) immediately shall be applied provisionally to reduce Advances outstanding hereunder to zero and the Obligations outstanding under SECTION 2.1excess, if any, shall be transferred to the Designated Account, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill the Lender Group shall be entitled to charge Borrower for 2 3 Business Days of `` clearance' or `float' at the rate set forth in SECTION 2.6(a2.6(A)(I) or SECTION 2.6(c2.6(C)(I), as applicable, on all Collections that are received by Foothill the Lender Group or any member thereof (regardless of whether forwarded by the Concentration Designated Account Bank to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise) and, until the satisfaction of the condition set forth in SECTION 3.3(K), on all other amounts that would have constituted Collections received by the Lender Group if the cash management system required to be implemented thereunder had been fully and satisfactorily implemented on or before the Closing Date (the "Virtual Collections"). This across-the-board 2 3 Business Day clearance or float charge on all Collections and Virtual Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Covenant Party or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 3 Business Days of interest on such Collections and Virtual Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one (1) Business Days Day of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(a2.6(a)(i) or SECTION 2.6(c2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by Factor pursuant to the Concentration Account Intercreditor Agreement, by the Lockbox Banks pursuant to the Lockbox Agreements, or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one Business Days Day of `clearance' or `float' at the non-LIBOR Rate Advance rate set forth in SECTION Section 2.6(a) or SECTION Section 2.6(c), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by Factor or the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, ----------- but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 one (1) Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.4(a) or SECTION 2.6(cSection 2.4(c)(i), as applicable, on -------------- ----------------- all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 one (1) ----------- Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one (1) Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.2:00 p.m. Eastern time. If any Collection item is received into the Foothill Account on a non-Business Day or after 2:00 p.m. Eastern time on a Business Day, it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account of such Obligations unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection item is honored when presented for payment (it being understood that any Advance provisionally reduced by provisional application of any Collection item that is not a wire transfer of immediately available federal funds to the Agent's Account shall nonetheless be deemed to have been repaid and to be no longer outstanding unless and until such Collection item is not honored when presented for payment). From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 two Business Days of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSection 2.4(a) or SECTION 2.6(cSection 2.4(b), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent's Account on a Business Day on or before 11:00 a.m.1:00 p.m. (Eastern time). If any Collection item is received into the Agent's Account on a non-Business Day or after 1:00 p.m. (Eastern time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 two (2) Business Days of `'clearance' or `'float' at the rate set forth in SECTION 2.6(aSections 2.5(a) or SECTION 2.6(c2.5(d), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrowers or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.Borrowers shall

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(cSection 2.6(a)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `'clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.4(a)(i) or SECTION 2.6(cSection 2.4(b)(i), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrowers Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothills Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections payment item by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection payment item is a wire transfer of immediately available federal funds and is made to the Foothill Agent's Account or unless and until such Collection payment item is honored when presented for payment; provided, however, that Agent reserves the right, in its sole discretion, to exclude from such provisional reduction and payment the amount of any such Collections that Agent determines may constitute trust funds (e.g., production taxes, severance taxes, or payroll taxes) or amounts attributable to Mineral Interests of third Persons. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION then applicable to the Obligations under Section 2.6(a) or SECTION Section 2.6(c), as applicablethe case may be, on all Collections that are received by Foothill Borrowers, the Lockbox Banks or Agent (regardless of whether forwarded by Borrower or the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, whether wire transferred or otherwise paid to the Agent Account, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's the financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAgent, and whether or not there are any outstanding Advances, monetary Obligations; the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The Subject to Section 2.3(a), the receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(iii) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances or Supplemental Advances, the effect of such clearance or float charge being the equivalent of charging 2 two (2) Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, : (a) any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.2:00 p.m. New York time. If any Collection item is received into the Foothill Account on a non-Business Day or after 2:00 p.m. New York time on a Business Day, it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day; and (b) so long as no Event of Default has occurred and is continuing, Collections will only be applied to Obligations that are not Eurodollar Rate Loans, and to the extent that all such Obligations other than Eurodollar Rate Loans have been repaid, additional Collections will be, at Borrower's direction, returned to Borrower or applied to such Eurodollar Rate Loans subject to any required payments under Section 2.16(d).

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such ----------- Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower Borrowers for 2 two Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on ----------------- ----------------- all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two ----------- Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of BorrowerBorrowers, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Borrowers shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks, the Foreign Currency Accounts Banks, or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 1 Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION 2.6(a2.6(a)(i) or SECTION 2.6(c2.6(c)(i), as applicable, on all Collections that are received by Foothill Borrower (regardless of whether forwarded by the Concentration Lockbox Banks or Foreign Currency Account Bank Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. (a) The ---------------------------------------------- receipt of any Collections by Foothill the Purchaser (whether from transfers to Foothill by the Concentration Purchaser from the Receivable Collection Account or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1Receivable Investment, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Purchaser's Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(c), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower Seller shall be deemed not to have made such payment, and interest the Investment Return shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill the Purchaser only if it is received into the Foothill Purchaser's Account on a Business Day on or before 11:00 a.m.3:00 p.m., New York City time. If any Collection item is received into the Purchaser's Account on a non-Business Day or after 3:00 p.m. New York City time on a Business Day, it shall be deemed to have been received by the Purchaser as of the opening of business on the immediately following Business Day. (b) The Purchaser shall immediately, without any further notice to the Seller, have the right to direct the Obligors on the Purchased Receivables and the Seller's pledged Receivables to make payment of amounts due and payable thereunder directly to the Purchaser upon the happening of any one of the following events: (i) the Seller files a voluntary petition in bankruptcy or files a voluntary petition or an answer or otherwise commences any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the Federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing, or consents to, approves of or acquiesces in, any such petition, action or proceeding; or

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower and Canadian Guarantor for 2 two (2) Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.5(a) or SECTION 2.6(cSection 2.5(b)(i), as applicable, on all Collections collections, checks, -------------- ----------------- wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-the- board 2 two (2) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower, Canadian Guarantor, or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1outstanding, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Banks pursuant to the Concentration Account Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Effective Date, Foothill shall be entitled to charge Borrower for 2 Business Days Day of `'clearance' or `'float' at the rate set forth in SECTION Section 2.6(a) or SECTION Section 2.6(c), as applicable, on all Collections that are received by Borrower or Foothill (regardless of whether such Collections are forwarded by the Concentration applicable bank at which any such Collection Account Bank is located to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.for

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Original Closing Date, Foothill shall be entitled to charge Borrower for 2 one (1) Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.5(a)(i) or SECTION 2.6(cSection 2.5(b)(i), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 one (1) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent on behalf of the Lender Group (for the ratable benefit of the Lender Group (in accordance the Lenders' Pro Rata Shares)) shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.8(a) or SECTION 2.6(cSection 2.8(c), as applicable, on all Collections (other than Old Bell Atlantic Collections) that are received by Foothill Agexx (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-the- board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothillthe Lender Group, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.2:30 p.m. New York time. If any Collection item is received into the Agent Account on a non-Business Day or after 2:30 p.m. New York time on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two Business Days of `'clearance' or `'float' at the rate set forth in SECTION Section 2.6(a) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Group Agent (whether from transfers to Foothill Group Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Group Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Group Agent shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION Section 2.6(a) or SECTION Section 2.6(c), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Foothill Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillFoothill Group Agent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Group Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section ------- 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all ----------------- ----------------- Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business ----------- Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. If, after applying Collections to Obligations then due, a credit remains, and if no Event of Default has occurred and is continuing, Foothill shall transfer such credit, in immediately available funds, to Borrower's Designated Account. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(b)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor a Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill (whether from transfers to Foothill by the depository account banks or Concentration Account Banks or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Account or unless and until such Collection item is honored when presented for payment. From and after the Closing DateFebruary 1, 2000, Foothill shall be entitled to charge Borrower for 2 one-half Business Days of `"clearance' " or `"float' " at the rate set forth in SECTION 2.6(a2.4(a)(i) or SECTION 2.6(c2.4(c)(i), as applicable, on all Collections that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank depository account banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1, or otherwise). This across-the-board 2 one-half Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 one-half Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill only if it is received into the Foothill Account on a Business Day on or before 11:00 a.m.not

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections wire transfer of funds, check, or other item of payment by Foothill (whether from transfers to Foothill by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied to provisionally to reduce the Obligations outstanding under SECTION 2.1Obligations, and thus increase availability pursuant to the Borrowing Base, but shall not be considered a payment on account unless such Collection item is a wire transfer is of immediately available federal funds and is made to the appropriate deposit account of Foothill Account or unless and until such Collection check or other item of payment is honored when presented for payment. From and after the Closing Date, Foothill shall be entitled to charge Borrower for 2 two (2) Business Days of `clearance' or `float' at the rate Interest Rate set forth in SECTION 2.6(a) or SECTION 2.6(cSection 2.4(a)(i), as applicable, on all Collections collections, checks, wire transfers, or other items of payment that are received by Foothill (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to Foothill, whether provisionally applied to reduce the Obligations under SECTION 2.1Obligations, or otherwise). This across-the-board 2 two (2) Business Day clearance or float charge on all Collections receipts is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of facility to Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or Foothill, and whether or not there are any outstanding Advances, irrespective of the effect level of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such CollectionsBorrower's Obligations to Foothill. Should any Collection check or item of payment not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection wire transfer, check, or other item of payment shall be deemed received by Foothill only if it is received into Foothill's Operating Account (as such account is identified in the Foothill Account on a Business Day Lockbox Agreements) on or before 11:00 a.m.a.m. Los Angeles time. If any wire transfer, check, or other item of payment is received into Foothill's Operating Account (as such account is identified in the Lockbox Agreements) after 11:00 a.m. Los Angeles time it shall be deemed to have been received by Foothill as of the opening of business on the immediately following Business Day.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Agent (whether from transfers to Foothill Agent by the Concentration Lockbox Banks or Collection Account Banks pursuant to the Lockbox Agreements, the Collection Account Agreements or otherwise) immediately shall be applied provisionally to reduce the principal amount of Obligations outstanding under SECTION Section 2.1, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Agent Account or unless and until such Collection item is honored when presented for payment. From and after the Closing Date, Foothill Agent shall be entitled to charge Borrower for 2 two Business Days of `'clearance' or `'float' for the benefit of Foothill only and not the other members of the Lender Group at the rate set forth in SECTION 2.6(aSection 2.6(a)(i) or SECTION 2.6(cSection 2.6(c)(i), as applicable, on all Collections that are received by Foothill Agent (regardless of whether forwarded by the Concentration Lockbox Banks or Collection Account Bank Banks to FoothillAgent, whether provisionally applied to reduce the Obligations under SECTION Section 2.1, or otherwise). This across-the-board 2 two Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothill's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower, Lenders, Foothill or FoothillAgent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 two Business Days of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Agent only if it is received into the Foothill Agent Account on a Business Day on or before 11:00 a.m.

CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any Collections by Foothill Administrative Agent (whether from transfers to Foothill Administrative Agent by the Concentration Account Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall be applied provisionally to reduce the Obligations outstanding under SECTION 2.12, but shall not be considered a payment on account unless such Collection item is a wire transfer of immediately available federal funds and is made to the Foothill Administrative Agent Account or unless and until such Collection item is honored when presented for payment; provided, however, that Administrative Agent reserves the right, in its sole discretion, to exclude from such provisional reduction and payment the amount of any such Collections that Administrative Agent determines may constitute trust funds (e.g., production taxes, severance taxes, or payroll taxes) or amounts attributable to Hydrocarbon Interests of third Persons. From and after the Closing Date, Foothill Administrative Agent shall be entitled to charge Borrower for 2 1 Business Days Day of `clearance' or `float' at the rate set forth in SECTION 2.6(a) or SECTION 2.6(c), as applicable3.4, on all Collections that are received by Foothill the Lockbox Banks or Administrative Agent (regardless of whether forwarded by the Concentration Account Bank Lockbox Banks to FoothillAdministrative Agent, whether provisionally applied to reduce the Obligations under SECTION 2.12, or otherwise). This across-the-board 2 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of Foothillthe Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by an Obligor Borrower or FoothillAdministrative Agent, and whether or not there are any outstanding Advances, the effect of such clearance or float charge being the equivalent of charging 2 1 Business Days Day of interest on such Collections. Should any Collection item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment, and interest shall be recalculated accordingly. Anything to the contrary contained herein notwithstanding, any Collection item shall be deemed received by Foothill Administrative Agent only if it is received into the Foothill Administrative Agent Account on a Business Day on or before 11:00 a.m.2:00 p.m. New York time. If any Collection item is received into the Administrative Agent Account on a non-Business Day or after 2:00 p.m. New York time on a Business Day, it shall be deemed to have been received by Administrative Agent as of the opening of business on the immediately following Business Day. Anything contained herein to the contrary notwithstanding, the economic benefit of the 1 Business Day clearance or float charge provided for in this SECTION 3.13 is not for the ratable benefit of the Lenders, but instead shall be for the sole and separate account of Administrative Agent.