85% of the amount of Eligible Accounts and Eligible Unbilled Accounts multiplied by the Expected Net Value, less the Credit and Unapplied Collection Amount, and

The Collection Account Trustee acknowledges and agrees that it shall not permit or allow to subsist an overdraft on the Trust Accounts. The Collection Account Trustee warrants, represents and undertakes to the Bank at the date hereof that the Trust Accounts are not subject to any charge, security interest or trust other than the trust in relation to the Trust Accounts referred to in this letter.

Non-Governmental Accounts Receivable. To collect and receive in Provider’s name and on Provider’s behalf, all payments from all accounts receivable that are not Government Receivables, and to take such measures as Manager determines are reasonable and appropriate to require the payment of such accounts including, but not limited to: # extending the time of payment of any such accounts for cash, credit or otherwise; # discharging or releasing the obligors of any such accounts; # assigning or selling at a discount such accounts to collection agencies; and # instituting any action, legal or otherwise, to enforce collection of such accounts.

“Master Collection Accounts” has the meaning given to such term in the Intercreditor Agreement.

Dispositions of overdue accounts receivable solely in connection with the collection or compromise thereof;

Individual Accounts or Accounts. The separate accounts (the Deferred Compensation Account and the Share Account) described in Section 7 hereof. When used in the singular, the term shall refer to one of these two accounts, as the context requires.

The Grantors shall maintain, subject to the control of the Collateral Agent pursuant to the Account Control Agreements, a system of lockboxes and related Deposit Accounts (the “Lockbox System”). Each Grantor agrees that it shall have no Deposit Accounts other than # Deposit Accounts in the Lockbox System, # Excluded Operating Accounts and # Local Collection Accounts. Each Grantor further agrees # to cause at all times to be in effect with respect to each Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained an Account Control Agreement with respect to each such Deposit Account, # to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, # to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, # promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such Grantor necessary for deposit or collection), # to maintain at all times a Collateral Proceeds Account in the United States, a U.S. dollar Collateral Proceeds Account in Canada and a Canadian dollar Collateral Proceeds Account in Canada, in each case on terms reasonably satisfactory to the Collateral Agent, # to cause all funds on deposit in Local Collection Accounts to be remitted periodically, but in no event less frequently than weekly, to a Deposit Account in the Lockbox System which is subject to an Account Control Agreement, and # to maintain in effect agreements

the sale or discount without recourse of accounts receivable in connection with the compromise or collection thereof;

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

Collection of Receivables. Until any Loan Party's authority to do so is terminated by [[Organization B:Organization]] as set forth in subsection # below, each Loan Party will, at such Loan Party's sole cost and expense, but on [[Organization B:Organization]]'s behalf and for [[Organization B:Organization]]'s account, deposit or cause to be deposited, all remittances related to Receivables into a Depository Account subject to a Deposit Account Control Account.