Common use of Duties of the Servicer Clause in Contracts

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box or Collection Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section, the Servicer shall hold in trust for the account of the Borrower and each Lender their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower and the Administrative Agent and each Lender all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each respective Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box Lock-Box or Collection Lock-Box Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement in form reasonably acceptable to the Administrative Agent to be in full force and effect with respect to each Collection Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock‑Box Lock-Box or Collection Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the CollateralPurchased Assets, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the LendersPurchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this SectionSection 6.2(c), the Servicer shall hold in trust for the account of the Borrower Seller and the Investor Parties their respective shares of the Collections in accordance with Article II. In the event that the instruments and cash being collected in the Lock-Boxes and Lock-Box Accounts that do not constitute Collections exceed 45% of total Collections for each Lender of three (3) consecutive calendar months, the Administrative Agent may notify (and, at the direction of the Required Purchasers, will notify) the Seller Parties to direct such instruments and cash to be paid into lock-boxes and lock-box accounts into which no Collections are flowing, and the Seller Parties to establish such new lock-boxes and lock-box accounts, and to notify the obligors on the applicable receivables to make payments to such new lock-boxes and lock-box accounts, as soon as practicable and in any event within 45 days after receipt of such notice. Subject to the last sentence of this Section 6.2(c), the Servicer shall hold in trust for the account of the Seller and the Investor Parties their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative AgentAgent or any Administrator, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders Purchasers or (ii) until the conditions to further Advances Purchases and Reinvestments set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent or any Administrator is not permitted to or and has not requested the segregation of Collections in accordance with this Section 6.2(c) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, Charged-Off Receivable or limit the rights of the Administrative Agent or the Lenders Investor Parties under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower Seller and the Administrative Agent and each Lender Investor Parties all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not not, in the sole discretion of the applicable Investor Parties, waived in accordance with this Agreement, none of the Investor Parties shall be required to grant any such waiver), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower Seller any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any LenderAdministrator, furnish to the Lenders Administrative Agent and the Nieuw Amsterdam Administrator (promptly after any such request) a calculation of the amounts set aside for the Lenders Investor Parties pursuant to Article II. (f) Subject to Section 1.5, any Any payment by an Obligor in respect of any indebtedness owed by it to an Originator, Originator or the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable Purchased Receivables from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy Policy. Each of Seller the Seller, Triple-A, the Administrative Agent and each Originatorthe Collateral Agent hereby appoints as its agent the Servicer, as applicable. (b) from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will instruct at all Obligors under times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Collateral Agent, Triple-A or the Administrative Agent a party to any Receivables to pay all Collections directly to a Lock‑Box or Collection Accountlitigation without the Collateral Agent's, Triple-A's and the Administrative Agent's express prior written consent. The Servicer shall cause (i) segregate and set aside for the account of Triple-A all Collections from of the Purchased Receivables and Related Security in accordance with Section 2.05 of the Purchase Agreement and Section 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Boxes to be Box Account and/or deposited directly into a the Collection Account within two (2) one Business Day after identification thereof by the Servicer and in any event within four Business Days following after the date such funds become available Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the party in whose name such Lock-Box is held Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit any such checks or otherwise credit, and instruments in its own accounts unless it is determined to the Collateral Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Datehave occurred, the Administrative Agent) shall administer the Collections Originator, while it is Servicer, may, in accordance with the procedures Credit and Collection Policy, (i) amend, modify or waive any term or condition of any Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Purchased Receivable to reflect the reductions, adjustments or cancellations described herein in the first sentence of Section 2.04(d) of this Triple-A Purchase Agreement, (iii) so long as such prepayment would not cause a Wind-Down Event under this Triple-A Purchase Agreement or a "Wind-Down Event" under the Credit Agreement, and in Article II. Subject subject to the last sentence payment of this Sectionthe Termination Amount, consent to the prepayment or early termination of a Contract, and (iv) amend, modify or waive any provision of a Delinquent Receivable or Defaulted Receivable so as to maximize the collectibility thereof. The Servicer shall hold in trust for the account of the Borrower Seller and each Lender their respective shares of the Collections Triple-A in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agenttheir respective interests, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this AgreementRecords. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization EventEvent of Termination, the Administrative Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) to commence or settle any legal action with respect to enforce collection of any Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following receipt, turn over (i) to the "Collateral Agent" under the Credit Agreement the collections of any Transferred Asset which is not a Purchased Asset, and (ii) to the Originator the collections of any receivable which is not a Transferred Asset, in either case less, in the event the Originator is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such receivable. (c) Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if the Collateral Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable that is not a Purchased Receivable other than to deliver to the Seller the Collections and documents with respect to any such receivable as described in the first two sentences of Section 6.02(b) and to exercise the same degree of care with respect to Collections and documents in its possession as it would exercise with respect to its own property. (d) In the event the Servicer accepts in payment of any Purchased Receivable the taking of repossession of the Equipment the sale or lease of which gave rise to such Purchased Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of Triple-A and shall remit to the Collateral Agent the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to the Collateral Agent the chattel paper or other documents evidencing the rights to payment arising from such re-lease, all of which documents shall constitute Contracts and which rights to payment shall constitute Purchased Receivables, and all of which Contracts and Purchased Receivables shall constitute part of the Purchased Assets. Neither Triple-A nor the Collateral Agent shall have any obligation to take any action or commence any proceedings to realize upon any Purchased Receivable or to enforce any of its rights or remedies with respect thereto. Any moneys collected by the Servicer pursuant to this subsection 6.02(d) shall be segregated by the Servicer, held in trust by the Servicer for Triple-A and shall be remitted to a Lock-Box Account or to the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. (e) The Servicer shall hold in trust for maintain all books of account and other records pertaining to the Borrower Purchased Receivables and the Administrative other Purchased Assets in such form as will enable Triple-A or its designees to determine at any time the status thereof. The Servicer will permit Triple-A, the Collateral Agent and each Lender any Person designated by Triple-A or the Collateral Agent, during regular business hours, to inspect, audit, check and make abstracts from all Records in books, accounts, records, or other papers pertaining to such Purchased Assets. From time to time, at the request of Triple-A or the Collateral Agent, the Servicer, at its possession that own expense, will (i) evidence deliver to Triple-A and the Collateral Agent and any Person designated by Triple-A or relate the Collateral Agent any records and invoices pertaining to the ReceivablesPurchased Assets and evidence thereof as Triple-A, the related Contracts Collateral Agent or such designee may deem necessary to enable it to enforce its rights thereunder and Related Security (ii) ▇▇▇▇ each computer record relating to, and each invoice or other evidence of, the Purchased Assets (whether or not such computer record or other item is the property of Triple-A) as Triple-A or the Collateral Agent may direct to reflect the interests of Triple-A and the Collateral Agent in such Purchased Assets. The Servicer will either (i) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Purchased Assets or (ii) are otherwise necessary or desirable ▇▇▇▇ all such documents relating to collect the Receivables Purchased Assets so as to make such documents readily identifiable as property of Triple-A and shall, following with such legend as shall be specified by the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand of the Administrative Collateral Agent, deliver or make available to the Administrative Agent and will, in either such event, hold all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower any cash collections documents in trust for Triple-A and safely keep such documents in filing cabinets or other cash proceeds in accordance with Article II and (B) suitable containers marked to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article IIshow Triple-A's interest. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Purchased Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy Policy. Each of Seller the Seller, ING, each Purchaser and each OriginatorAgent hereby appoints as its agent the Servicer, as applicable. (b) from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will instruct at all Obligors under times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make ING, any Receivables Purchaser or any Agent a party to pay all Collections directly any litigation without the express prior written consent of each such Person to be so made a Lock‑Box or Collection Accountparty to such litigation, and in any such case, the Collateral Agent. The Servicer shall cause (i) segregate and set aside for the account of the Purchasers and ING all Collections from of the Purchased Receivables and Related Security in accordance with Section 2.05 of the Sale Agreement and Section 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Boxes to be Box Account and/or deposited directly into a the Collection Account within two (2) one Business Day after identification thereof by the Servicer and in any event within four Business Days following after the date such funds become available Servicer’s receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the party in whose name such Lock-Box is held Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit any such checks or otherwise credit, and instruments in its own accounts unless it is determined to the Collateral Agent’s satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Datehave occurred, the Administrative Agent) shall administer the Collections Originator, while it is Servicer, may, in accordance with the procedures Credit and Collection Policy, (i) amend, modify or waive any term or condition of any Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Purchased Receivable to reflect the reductions, adjustments or cancellations described herein in the first sentence of Section 2.04(d) of this Receivables Purchase Agreement, (iii) so long as such prepayment would not cause a Wind-Down Event under this Receivables Purchase Agreement, and in Article II. Subject subject to the last sentence payment of this Sectionthe Termination Amount, consent to the prepayment or early termination of a Contract, and (iv) amend, modify or waive any provision of a Delinquent Receivable or Defaulted Receivable so as to maximize the collectibility thereof. The Servicer shall hold in trust for the account of the Borrower and each Lender their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion DateSeller, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks Purchasers and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer mayING, in accordance with the applicable Credit and Collection Policytheir respective interests, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this Agreementall Records. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization EventEvent of Termination, the Administrative Collateral Agent (at the direction of the Majority Managing Agents) shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) to commence or settle any legal action with respect to enforce collection of any Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following receipt, turn over to the Originator the collections of any receivable which is not a Purchased Asset, in either case less, in the event the Originator is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such receivable. (c) Notwithstanding anything to the contrary contained in this Receivables Purchase Agreement, the Servicer, if the Collateral Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable that is not a Purchased Receivable other than to deliver to the Originator the collections with respect to any such receivable as described in Section 6.02(b) and to exercise the same degree of care with respect to such collections in its possession as it would exercise with respect to its own property. (d) In the event the Servicer, in satisfaction of all or part of any Purchased Receivable, repossesses or otherwise takes possession of the Equipment the sale or lease of which gave rise to such Purchased Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of the Purchasers (including their respective assignees, participants and successors) and shall remit to the Collateral Agent the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to the Collateral Agent the chattel paper or other documents evidencing the rights to payment arising from such re-lease, all of which documents shall constitute Contracts and which rights to payment shall constitute Purchased Receivables, and all of which Contracts and Purchased Receivables shall constitute part of the Purchased Assets. None of the Purchasers, ING or any Agent shall have any obligation to take any action or commence any proceedings to realize upon any Purchased Receivable or to enforce any of its rights or remedies with respect thereto. Any moneys collected by the Servicer pursuant to this subsection 6.02(d) shall be segregated by the Servicer, held in trust by the Servicer for the Purchasers and ING and shall be remitted to a Lock-Box Account or to the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer’s receipt thereof. (e) The Servicer shall maintain all books of account and other records pertaining to the Purchased Receivables and the other Purchased Assets in such form as will enable the Purchasers, ING or their respective designees to determine at any time the status thereof. The Servicer will permit ING, any Purchaser, any Agent and any Person designated by any such Person, during regular business hours, to inspect, audit, check and make abstracts from all books, accounts, records, or other papers pertaining to such Purchased Assets. From time to time, at the request of ING, any Purchaser, any Agent, the Servicer, at its own expense, will (i) deliver to such Person and any Person designated by such Person any records and invoices pertaining to the Purchased Assets and evidence thereof as such Person or such designee may deem necessary to enable it to enforce its rights thereunder or under any related Contract and (ii) ▇▇▇▇ each computer record relating to, and each invoice or other evidence of, the Purchased Assets (whether or not such computer record or other item is the property of any Purchaser or ING) as ING, such Purchaser or any Agent on such Purchaser’s behalf may direct to reflect the interests of ING, such Person and the Collateral Agent in such Purchased Assets. The Servicer will either (i) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Purchased Assets or (ii) ▇▇▇▇ all such documents relating to the Purchased Assets so as to make such documents readily identifiable as property of the Purchasers and ING and with such legend as shall be specified by the Collateral Agent, and will, in either such event, hold all such documents in trust for the Borrower Purchasers and the Administrative Agent ING and each Lender all Records safely keep such documents in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower any cash collections filing cabinets or other cash proceeds in accordance with Article II suitable containers marked to show the Purchasers’ and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article IIING’s interests. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each respective Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box Lock-Box or Collection AccountLock-Box Account that is subject to a Lock-Box Agreement. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement Agreements attached hereto as Exhibit XII to be in full force and effect with respect to each Collection the related Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock‑Box Lock-Box or Collection Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the LendersPurchaser Parties, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this SectionSection 6.2(c), the Servicer shall hold in trust for the account of the Borrower Seller and each Lender of the Purchaser Parties their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders Purchasers or (ii) until the conditions to further Advances Purchases set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders Purchaser Parties on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or and has not requested the segregation of Collections in accordance with this Section 6.2(c) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, Charged-Off Receivable or limit the rights of the Administrative Agent or the Lenders Purchaser Parties under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower Seller and the Administrative Agent and each Lender Purchaser Parties for a period of seven (7) years from their original creation all Records kept and maintained in its possession accordance with Section 5.1(e) that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not not, in the sole discretion of the Purchaser Parties, waived in accordance with this Agreement, neither the Administrative Agent nor any Purchaser shall be required to grant any such waiver), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place reasonably selected by the Administrative Agent. The Servicer shall, one two (12) Business Day Days following receipt thereof turn over (A) to the Borrower Seller any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any LenderPurchaser Party, furnish to the Lenders Purchaser Parties (promptly after any such request) a calculation of the amounts set aside for the Lenders Purchaser Parties pursuant to Article II. (f) Subject to Section 1.5, any Any payment by an Obligor in respect of any indebtedness owed by it to an Originator, Originator or the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each respective Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box Lock-Box or Collection Lock-Box Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement in form reasonably acceptable to the Administrative Agent to be in full force and effect with respect to each Collection Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock‑Box Lock-Box or Collection Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the CollateralPurchased Assets, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the LendersPurchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. In the event that the instruments and cash being collected in the Lock-Boxes and Lock-Box Accounts that do not constitute Collections exceed 45% of total Collections for each of three (3) consecutive calendar months, the Administrative Agent may notify (and, at the direction of the Required Purchasers, will notify) the Seller Parties to direct such instruments and cash to be paid into lock-boxes and lock-box accounts into which no Collections are flowing, and the Seller Parties to establish such new lock-boxes and lock-box accounts, and to notify the obligors on the applicable receivables to make payments to such new lock-boxes and lock-box accounts, as soon as practicable and in any event within 45 days after receipt of such notice. Subject to the last sentence of this SectionSection 6.2(c), the Servicer shall hold in trust for the account of the Borrower Seller and each Lender the Investor Parties their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative AgentAgent or any Administrator, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders Purchasers or (ii) until the conditions to further Advances Purchases and Reinvestments set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent or any Administrator is not permitted to or and has not requested the segregation of Collections in accordance with this Section 6.2(c) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, Charged-Off Receivable or limit the rights of the Administrative Agent or the Lenders Investor Parties under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower Seller and the Administrative Agent and each Lender Investor Parties all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not not, in the sole discretion of the applicable Investor Parties, waived in accordance with this Agreement, none of the Investor Parties shall be required to grant any such waiver), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower Seller any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any LenderAdministrator, furnish to the Lenders Administrative Agent (promptly after any such request) (who will promptly deliver a copy to the Purchasers) a calculation of the amounts set aside for the Lenders Investor Parties pursuant to Article II. (f) Subject to Section 1.5, any Any payment by an Obligor in respect of any indebtedness owed by it to an Originator, Originator or the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable Transferred Asset from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller Policy. The Buyer hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and each Originatorinterests in and under the Receivables, as applicable. (b) the Related Security, the related Contracts and the other Transferred Assets. The Servicer will instruct at all Obligors under times apply the same standards and follow the same procedures with respect to the decision to commence prosecution and litigation with respect to Receivables and in conducting any such prosecution and litigation with respect to Receivables as it applies and follows with respect to pay all Collections directly accounts, chattel paper, payment intangibles and instruments which are not Transferred Assets. In no event shall the Servicer be entitled to make the Collateral Agent, any Purchaser, the Buyer or any Managing Agent a Lock‑Box or Collection Accountparty to any litigation without the Buyer’s, the Collateral Agent’s and any such other person’s express prior written consent. The Servicer shall segregate and set aside for the account of the Buyer all Collections of Transferred Assets in accordance with Section 2.05 hereof, and Section 6.06 of the Receivables Purchase Agreement and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer’s receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Buyer’s satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Seller, while it is Servicer, may, in accordance with the Credit and Collection Policy, (i) all Collections from all Lock-Boxes amend, modify or waive any term or condition of any Contract to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and reflect any Permitted Extension, (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In adjust the case Outstanding Balance of any remittances received Transferred Asset to reflect the reductions, adjustments or cancellations described in any Lock‑Box or Collection Account that shall have been identifiedthe first sentence of Section 2.05 hereof and Section 6.06 of the Receivables of the Purchase Agreement, (iii) so long as such prepayment would not cause an Event of Termination under Section 7.01(m) hereof and subject to the satisfaction payment of the ServicerTermination Amount, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items consent to the Person identified prepayment or early termination of a Contract, and (iv) amend, modify or waive any provision of a Delinquent Receivable or Defaulted Receivable so as to it as being maximize the owner of such remittancescollectibility thereof. From and after the date the Administrative Agent delivers The Seller shall deliver to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section, the Servicer shall hold in trust for the account of Seller and the Borrower and each Lender their respective shares of the Collections Buyer in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agenttheir respective interests, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this AgreementRecords. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization EventEvent of Termination, the Administrative Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Seller or otherwise) to commence or settle any legal action with respect to enforce collection of any Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. (eb) The Servicer shall hold in trust for the Borrower and the Administrative Agent and each Lender all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand following receipt turn over to the Seller the collections of any receivable which is not a Transferred Asset less, in the event the Seller is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such receivable. (c) Notwithstanding anything to the contrary contained in this Sale Agreement, the Servicer, if the Collateral Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable that is not a Transferred Asset other than to deliver to the Seller the Collections and documents with respect to any such receivable as described in the first two sentences of Section 6.02(b) and to exercise the same degree of care with respect to such Collections and documents in its possession as it would exercise with respect to its own property. (d) The Servicer will, at the Servicer’s cost and expense and as agent in the name of and on behalf of the Administrative AgentBuyer, deliver or make available but subject at any time to the Administrative right of the Buyer to direct and control, endeavor to collect, as and when the same becomes due, all amounts owing on each Receivable. In the event of default by an Obligor under any Receivable, the Servicer shall have the power and authority, on behalf of the Buyer, to take such action in respect of the enforcement and collection of such Receivable as the Servicer, in the absence of contrary instructions from the Buyer, may deem advisable. In any such suit for enforcement or collection, the Servicer shall be entitled to ▇▇▇ thereon in its own name or as agent for the Buyer, in either case, for the account of the Buyer. (e) In the event the Servicer accepts in payment of any Receivable the taking of repossession of the Equipment the sale or lease of which gave rise to such Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of the Buyer and shall remit to the Buyer the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to the Buyer the chattel paper, instruments or other documents evidencing the rights to payment arising from such re-lease, all of which documents shall constitute Contracts and which rights to payment shall constitute Receivables, and all of which Contracts and Receivables shall constitute part of the Transferred Assets. Neither the Buyer nor the Collateral Agent all such Records, at a place selected (unless the Collateral Agent shall have become the Servicer) shall have any obligation to take any action or commence any proceedings to realize upon any Receivable or to enforce any of its rights or remedies with respect thereto. Any moneys collected by the Administrative AgentServicer pursuant to this subsection 6.02(e) shall be segregated by the Servicer, held in trust by the Servicer for the Buyer and shall be remitted to a Lock-Box Account or to the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer’s receipt thereof. (f) The Servicer shall maintain all books of account and other records pertaining to the Receivables and the other Transferred Assets in such form as will enable the Buyer or its designees to determine at any time the status thereof. The Servicer shallwill permit the Buyer, one (1) Business Day following receipt thereof turn over (A) the Collateral Agent and any Person designated by the Buyer or the Collateral Agent, during regular business hours, to the Borrower any cash collections inspect, audit, check and make abstracts from all books, accounts, records, or other cash proceeds in accordance with Article II and (B) papers pertaining to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivablessuch Transferred Assets. The Servicer shall, from From time to time time, at the request of the Administrative Buyer or the Collateral Agent, the Servicer, at its own expense, will (i) deliver to the Buyer and the Collateral Agent and any Person designated by the Buyer or the Collateral Agent any records and invoices pertaining to the Transferred Assets and evidence thereof as the Buyer, the Collateral Agent or any Lendersuch designee may deem necessary to enable it to enforce its rights thereunder and (ii) ▇▇▇▇ each computer record relating to, furnish and each invoice or other evidence of, the Transferred Assets (whether or not such computer record or other item is the property of the Buyer) as the Buyer or Collateral Agent may direct to reflect the interests of the Buyer and the Collateral Agent in such Transferred Assets. The Servicer will either (i) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Lenders Transferred Assets or (promptly after any ii) ▇▇▇▇ all such request) a calculation documents relating to the Transferred Assets so as to make such documents readily identifiable as property of the amounts set aside Buyer and with such legend as shall be specified by the Collateral Agent, and will, in either such event, hold all such documents in trust for the Lenders pursuant to Article II. (f) Subject to Section 1.5, any payment by an Obligor Buyer and safely keep such documents in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable filing cabinets or other obligation of such Obligorsuitable containers marked to show the Buyer’s interest.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box Lock-Box or Collection Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section, the Servicer shall hold in trust for the account of the Borrower and each Lender their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Charged-Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower and the Administrative Agent and each Lender all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take ---------------------- or cause to be taken all such actions as may be it deems necessary or advisable to collect each Receivable Purchased Asset from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy Policy. Each of Seller the Seller, the Purchaser, and each Originatorthe Deal Agent hereby appoints as its agent the Servicer, as applicable. (b) from time to time designated pursuant to Section 6.01, to enforce its respective ------------ rights and interests in and under the Purchased Assets, the Related Security, the related Leases and the Equipment Collateral. The Servicer (so long as it is the Originator) will instruct at all Obligors under any Receivables times apply the same standards and follow the same procedures with respect to pay all Collections directly the decision to commence, and in prosecuting and litigating with respect to a Lock‑Box Purchased Asset as it applies and follows with respect to Assets which are not Purchased Assets. In no event shall the Servicer be entitled to make the Deal Agent or Collection Accountthe Purchaser a party to any litigation without the Deal Agent's express prior written consent. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section, the Servicer shall hold in trust set aside for the account of the Borrower and each Lender their respective shares of Purchaser the Collections of Purchased Asset in accordance with Article II. Following Section 2.06 but shall not be required (unless ------------ otherwise requested by the Deal Agent following the occurrence of an Event of Termination) to segregate the Dominion Date, the Servicer shall, upon the request funds constituting such portion of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting such Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to said Section. If instructed by the extent Deal Agent following the occurrence of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization an Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentenceTermination, the Servicer shall segregate and deposit with a bank designated (which may be FNBB) selected by the Administrative Servicer and approved by the Deal Agent such allocable share of the Collections of Receivables Purchased Assets, set aside for the Lenders Purchaser, on the first Business Day following receipt by the Servicer of such CollectionsCollections and will, duly endorsed or with duly executed instruments of transferif so requested by the Deal Agent, provide payment instructions to such bank as directed by the Deal Agent. Notwithstanding anything in this Agreement to Provided that the contraryTermination Date shall not have occurred, for so long as the Administrative Agent Originator, while it is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity amend, modify or waive any term or condition of any Receivable Lease unless such amendment, modification or adjust waiver (i) is inconsistent with the Outstanding Balance servicing standards set forth above, (ii) would reduce or adversely affect the Obligor's obligation to maintain, service and insure the underlying equipment Collateral, (iii) would cause Assets arising thereunder to fail to be Eligible Assets (as if tested on the date of such amendment, modification or waiver) or (iv) would materially adversely affect the amount or collectibility of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment Asset arising thereunder. The Seller shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this Agreement. Notwithstanding anything deliver to the contrary contained hereinServicer, following and the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower Seller and the Administrative Agent and each Lender all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived Purchaser in accordance with this Agreement)their respective interests, all Records. (b) The Servicer shall as soon as practicable following receipt turn over to the Seller the Collections of any Asset which is not a Purchased Asset less, in the event the Originator is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering the Assets to the extent not covered by the Servicer Fee received by it. The Servicer, if other than the Originator, shall as soon as practicable upon demand deliver to the Seller all Records in its possession relating to Assets of the Administrative AgentSeller other than Purchased Assets, deliver or make available and copies of Records in its possession relating to Purchased Asset. The Servicer's authorization under this Agreement shall terminate after the Termination Date on the Collection Date. (c) Notwithstanding anything to the Administrative contrary contained in this Article VI, the Servicer, if the Deal Agent all such Recordsor its designee, at a place selected by the Administrative Agent. The Servicer shallshall have no ---------- obligation to collect, one (1) Business Day following receipt thereof turn over (A) to the Borrower enforce or take any cash collections or other cash proceeds action described in accordance with this Article II and (B) to the applicable Person any cash collections or other cash proceeds received VI with respect to Debt any Asset that is not constituting Receivables. The Servicer shall, from time a Purchased Asset other than to time at the request of the Administrative Agent or any Lender, furnish ---------- deliver to the Lenders (promptly after Seller the Collections and documents with respect to any such requestAsset that is not a Purchased Asset as described in the first two sentences of Section 6.02(b) a calculation and to exercise the same degree of the amounts set aside for the Lenders pursuant care with respect to Article II--------------- Collections and documents in its possession as it would with respect to its own property. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each respective Originator, as applicable. (b) The Servicer will instruct all Obligors under any Receivables to pay all Collections directly to a Lock‑Box Lock-Box or Collection Lock-Box Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement in form reasonably acceptable to the Administrative Agent to be in full force and effect with respect to each Collection Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock‑Box Lock-Box or Collection Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the CollateralPoolPurchased Assets, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the LendersPurchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this SectionSection 6.2(c), the Servicer shall hold in trust for the account of the Borrower Seller and each Lender Purchaserthe Investor Parties their respective shares of the Collections in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative AgentAgent or the Liberty Streetany Administrator, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders Purchasers or (ii) until the conditions to further Advances Purchases and Reinvestments set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent or the Liberty Streetany Administrator is not permitted to or and has not requested the segregation of Collections in accordance with this Section 6.2(c) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, Charged-Off Receivable or limit the rights of the Administrative Agent Agent, the Liberty Street Administrator or the Lenders PurchasersInvestor Parties under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for the Borrower Seller, the Administrative Agent, the Liberty Street Administrator and each Purchaser and the Administrative Agent and each Lender Investor Parties all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not not, in the sole discretion of the Administrative Agent, the Liberty Street Administrator and the Purchasersapplicable Investor Parties, waived in accordance with this Agreement, neither the Administrative Agent, the Liberty Street Administrator nor any Purchasernone of the Investor Parties shall be required to grant any such waiver), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower Seller any cash collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lenderthe Liberty Streetany Administrator, furnish to the Lenders PurchasersAdministrative Agent and the Administrators (promptly after any such request) a calculation of the amounts set aside for the Lenders PurchasersInvestor Parties pursuant to Article II. (f) Subject to Section 1.5, any Any payment by an Obligor in respect of any indebtedness owed by it to an Originator, Originator or the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable Purchased Receivables from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy Policy. Each of Seller the Seller, Triple-A, the Administrative Agent and each Originatorthe Collateral Agent hereby appoints as its agent the Servicer, as applicable. (b) from time to time designated pursuant to SECTION 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will instruct at all Obligors under times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Collateral Agent, Triple-A or the Administrative Agent a party to any Receivables to pay all Collections directly to a Lock‑Box or Collection Accountlitigation without the Collateral Agent's, Triple-A's and the Administrative Agent's express prior written consent. The Servicer shall cause (i) segregate and set aside for the account of Triple-A all Collections from of the Purchased Receivables and Related Security in accordance with SECTION 2.05 of the Purchase Agreement and SECTION 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Boxes to be Box Account and/or deposited directly into a the Collection Account within two (2) one Business Day after identification thereof by the Servicer and in any event within four Business Days following after the date such funds become available Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the party in whose name such Lock-Box is held Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent and, at all times thereafter, the Servicer shall not deposit any such checks or otherwise credit, and instruments in its own accounts unless it is determined to the Collateral Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not permit any other Person to deposit or otherwise credit to such new account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Datehave occurred, the Administrative Agent) shall administer the Collections Originator, while it is Servicer, may, in accordance with the procedures Credit and Collection Policy, (i) amend, modify or waive any term or condition of any Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Purchased Receivable to reflect the reductions, adjustments or cancellations described herein in the first sentence of SECTION 2.04(d) of this Triple-A Purchase Agreement, (iii) so long as such prepayment would not cause a Wind-Down Event under this Triple-A Purchase Agreement or a "Wind-Down Event" under the Credit Agreement, and in Article II. Subject subject to the last sentence payment of this Sectionthe Termination Amount, consent to the prepayment or early termination of a Contract, and (iv) amend, modify or waive any provision of a Delinquent Receivable or Defaulted Receivable so as to maximize the collectibility thereof. The Servicer shall hold in trust for the account of the Borrower Seller and each Lender their respective shares of the Collections Triple-A in accordance with Article II. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agenttheir respective interests, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such Amortization Event is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or has not requested the segregation of Collections in accordance with this Section and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Affiliates. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, or limit the rights of the Administrative Agent or the Lenders under this AgreementRecords. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization EventEvent of Termination, the Administrative Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) to commence or settle any legal action with respect to enforce collection of any Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following receipt, turn over (i) to the "Collateral Agent" under the Credit Agreement the collections of any Transferred Asset which is not a Purchased Asset, and (ii) to the Originator the collections of any receivable which is not a Transferred Asset, in either case less, in the event the Originator is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such receivable. (c) Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if the Collateral Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this ARTICLE VI with respect to any receivable that is not a Purchased Receivable other than to deliver to the Seller the Collections and documents with respect to any such receivable as described in the first two sentences of SECTION 6.02(b) and to exercise the same degree of care with respect to Collections and documents in its possession as it would exercise with respect to its own property. (d) In the event the Servicer accepts in payment of any Purchased Receivable the taking of repossession of the Equipment the sale or lease of which gave rise to such Purchased Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of Triple-A and shall remit to the Collateral Agent the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to the Collateral Agent the chattel paper or other documents evidencing the rights to payment arising from such re-lease, all of which documents shall constitute Contracts and which rights to payment shall constitute Purchased Receivables, and all of which Contracts and Purchased Receivables shall constitute part of the Purchased Assets. Neither Triple-A nor the Collateral Agent shall have any obligation to take any action or commence any proceedings to realize upon any Purchased Receivable or to enforce any of its rights or remedies with respect thereto. Any moneys collected by the Servicer pursuant to this SUBSECTION 6.02(D) shall be segregated by the Servicer, held in trust by the Servicer for Triple-A and shall be remitted to a Lock-Box Account or to the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. (e) The Servicer shall hold in trust for maintain all books of account and other records pertaining to the Borrower Purchased Receivables and the Administrative other Purchased Assets in such form as will enable Triple-A or its designees to determine at any time the status thereof. The Servicer will permit Triple-A, the Collateral Agent and each Lender any Person designated by Triple-A or the Collateral Agent, during regular business hours, to inspect, audit, check and make abstracts from all Records in books, accounts, records, or other papers pertaining to such Purchased Assets. From time to time, at the request of Triple-A or the Collateral Agent, the Servicer, at its possession that own expense, will (i) evidence deliver to Triple-A and the Collateral Agent and any Person designated by Triple-A or relate the Collateral Agent any records and invoices pertaining to the ReceivablesPurchased Assets and evidence thereof as Triple-A, the related Contracts Collateral Agent or such designee may deem necessary to enable it to enforce its rights thereunder and Related Security (ii) mark ▇▇▇h computer record relating to, and each invoice or other evidence of, the Purchased Assets (whether or not such computer record or other item is the property of Triple-A) as Triple-A or the Collateral Agent may direct to reflect the interests of Triple-A and the Collateral Agent in such Purchased Assets. The Servicer will either (i) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Purchased Assets or (ii) are otherwise necessary or desirable mark ▇▇▇ such documents relating to collect the Receivables Purchased Assets so as to make such documents readily identifiable as property of Triple-A and shall, following with such legend as shall be specified by the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement), as soon as practicable upon demand of the Administrative Collateral Agent, deliver or make available to the Administrative Agent and will, in either such event, hold all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to the Borrower any cash collections documents in trust for Triple-A and safely keep such documents in filing cabinets or other cash proceeds in accordance with Article II and (B) suitable containers marked to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article IIshow Triple-A's interest. (f) Subject to Section 1.5, any payment by an Obligor in respect of any indebtedness owed by it to an Originator, the Seller or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of Seller and each Originator, as applicablePolicy. (b) The Servicer will instruct shall direct all Obligors under any to make payments of the Receivables to pay all Collections (i) directly to a Lock‑Box or Collection Account. The Servicer shall cause (i) all Collections from all Lock-Boxes to be deposited into Lock Box that clears through a Collection Account within two (2) Business Days following the date such funds become available to the party in whose name such Lock-Box is held and (ii) a Collection Account Agreement to be in full force and effect with respect to each Collection Account. In the case of any remittances received in any Lock‑Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Collateral, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Lenders, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors under any Receivables to remit all payments thereon to a new account specified by the Administrative Agent andwhich, at all times thereafterafter October 10, 2014, is subject to a Control Agreement; or (ii) directly to a Collection Account which, at all times after October 10, 2014, is subject to a Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment to any Seller Party or Originator, the Servicer shall not deposit Seller or otherwise creditthe Servicer, as the case may be, agrees to remit, or to cause the applicable Originator to remit, any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on Receivables directly to a Collection Account that, at all times after October 10, 2014, is subject to a Control Agreement within one (1) Business Day after receipt thereof, and further agrees that all such Collections shall not permit any other Person be deemed to deposit be received in trust for the Administrative Agent and the Purchasers; provided that prior to the Dominion Date, the Seller or otherwise credit the Servicer may retain such Collections until required to such new account any cash be turned over to the Administrative Agent or payment item other than Collectionsthe Purchasers on the next Settlement Date. (c) [Reserved]. (d) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this SectionSection 6.2(d), the Servicer (and from and after the Dominion Date, the Administrative Agent) shall hold in trust for the account of the Borrower Seller and each Lender Purchaser their respective shares of the Collections in accordance with Article II. Following the occurrence of From and after the Dominion Date, to the extent any Collections come into the possession of the Servicer, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting such Collections from the general funds of the Servicer or the Borrower Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until (i) such the Amortization Event giving rise to the Dominion Date is waived in the sole discretion of the Required Lenders or (ii) the conditions to further Advances set forth in Section 4.2 are satisfiedPurchasers. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to or and has not requested the segregation of Collections in accordance with this Section 6.2(d) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to the Borrower Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper and its Affiliates. (de) The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged‑Off Receivable, except as permitted by clause (f) of the definition of Eligible Receivable, Charged-Off Receivable or limit the rights of the Administrative Agent or the Lenders Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Defaulted Receivable or to foreclose upon or repossess any Related SecuritySecurity to the extent not in contravention of the related Contracts or applicable Law. (ef) The Servicer shall hold in trust for the Borrower Seller and the Administrative Agent and each Lender Purchaser all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence and during the continuance of an Amortization Event that is continuing (provided such Amortization Event is not waived in accordance with this Agreement)Event, as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof thereof, turn over (A) to the Borrower Seller any cash collections Collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Debt not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any LenderPurchaser, furnish to the Lenders Purchasers (promptly not later than two (2) Business Days after any such request) a calculation of the amounts set aside for the Lenders Purchasers pursuant to Article II. (fg) Subject to Section 1.5, If any payment by an Obligor in respect of any indebtedness owed by it to an OriginatorOriginator or Seller has not been applied to the applicable Invoice within 30 days after its receipt, such payment shall, as between such Originator or Seller and the Seller or Administrative Agent and the Borrower shallPurchasers, except as otherwise specified by such Obligor or otherwise required by the related Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.