3. The parties agree that all funds deposited in the Collection Account(s) from time to timeshall, as between the Pledgor and the Agent, be subject to the security interests in favor of theAgent, shall be held by the Collection Bank subject to the security interest of the Agent and, uponthe occurrence of an Event of Default, may be withdrawn at any time or from time to time at thedirection of the Agent without further consent from the Pledgor, by check, draft, wire transfer orotherwise as the Agent shall determine and applied by the Agent in accordance with the CollateralAgreement. The Pledgor hereby agrees that it shall cause forwarding daily of all of the prior day’savailable funds deposited in the Collection Account(s) to the Concentration Account until such timeas the Agent gives written notice to the Collection Bank (with a copy to the Pledgor) that an Eventof Default has occurred and is continuing. After Agent gives such written notice to the CollectionBank, the Collection Bank hereby agrees to comply with instructions from the Agent, without furtherconsent from the Pledgor, directing the disposition of the funds in the Collection Account(s). TheCollection Bank hereby agrees that it will provide the Agent with written notice on or before thedate that it terminates any of the Collection Account(s).     4. The Collection Bank’s charges for the services to be performed pursuant to this Agreementshall be at the Collection Bank’s customary rate unless and until different rates are separatelyagreed to between the Collection Bank and the Pledgor. To the extent that the Collection Bank’scharges are not paid when due and to the extent deposits made to the Collection Account(s) arereturned or otherwise not collected, the Agent and the Pledgor agree that the Collection Bank shallhave a lien and right of offset against the funds in the applicable Collection Account.     5. The Collection Bank agrees that it shall furnish to the Agent a copy of the original of allbank statements with respect to, and, upon Notice by the Agent, all daily debit advices of, theCollection Account(s), and promptly upon the issuance or receipt thereof, copies of all notices andother communications with respect to the Collection Account(s) issued or received by the CollectionBank.     6. This Agreement, and the covenants, agreements, authorizations and directions containedherein, are irrevocable and cannot be changed or modified without the prior written consent of theAgent.     7. All checks, money orders and other evidences of payment received by the Collection Bank andall proceeds thereof are at all times to be considered subject to the security interests granted bythe Collateral Agreements and this Agreement and are further subject to the requirement that, inaccordance with the terms hereof, such amounts shall be duly transferred to the ConcentrationAccount and the Collection Bank shall not have any rights or claims to, or interest in, suchproperty or any funds in the Collection Account(s), including any right to offset except asprovided in Section 4 hereof. The Collection Bank agrees that it will not obtain, nor seek toobtain, any security interest or lien against the funds contained in the Collection Account(s)except as provided in Section 4 hereof and the Pledgor agrees that it will not grant any securityinterest in or lien on the funds contained in the Collection Account(s), except as provided inSection 4 hereof. Except as otherwise required by law, any notice of legal process of any kindrelating to the Pledgor that the Collection Bank may receive shall have no effect whatsoever onsuch property or the Collection Account(s) or on the Collection Bank’s
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responsibility under this Agreement unless and until the Collection Bank receives writteninstructions from the Agent to the contrary; upon receipt of legal process relating to the Pledgor,the Collection Bank promptly shall give notice thereof to the Agent.     8. All notices, requests or other communications given to the Pledgor, the Agent or theCollection Bank shall be given in writing (including facsimile transmission or similar writing) atthe address or telecopy number specified below:         Agent: Bank of Montreal      Attn: Heather Turf      115 S. La Salle, 12W      Chicago, IL 60603           Collection Bank:                                  Attention:      Telecopy:                  Pledgor: American HomePatient, Inc.    5200 Maryland Way, Suite 400    Brentwood, TN 37027    Attention: Marilyn A. O’HaraAny party may change its address or telecopy number for notices hereunder by notice to each otherparty hereunder. Each notice, request or other communication shall be effective (a) if given bymail, 48 hours after such communication is deposited in the mails with registered first classpostage prepaid, addressed as aforesaid, or (b) if given by any other means, when delivered at theaddress specified in this Section 8.     9. In case any provision in or obligation under this Agreement shall be invalid, illegal orunenforceable in any jurisdiction, the validity, legality or enforceability of the remainingprovisions or obligations, or of such provision or obligation in any other jurisdiction, shall notin any way be affected or impaired thereby.     10. This Agreement may be executed in one or more counterparts and by different parties heretoin separate counterparts, each of which when so executed and delivered shall be deemed an original,but all such counterparts taken together shall constitute but one and the same instrument;signature pages may be detached from multiple separate counterparts and attached to a singlecounterpart so that all signature pages are attached physically to the same document. ThisAgreement shall become effective as of the date first set forth above upon the execution of acounterpart hereof by the Pledgor, the Collection Bank and the Agent and receipt by the Agent ofwritten or telephonic notification of such execution and authorization of delivery thereof.Delivery of an executed counterpart to this Agreement by facsimile transmission shall be effectiveas delivery of a manually executed counterpart of this Agreement.
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     11. Deleted     12. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THISAGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE NASHVILLE,DAVIDSON COUNTY, TENNESSEE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE PLEDGOR ACCEPTS FORITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVEJURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLYAGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. The Pledgorhereby agrees that service of all process in any such proceeding in any such court may be made byregistered or certified mail, return receipt requested, to the Pledgor at its address provided inSection 8, such service being hereby acknowledged by the Pledgor to be sufficient for personaljurisdiction in any action against the Pledgor in any such court and to be otherwise effective andbinding service in every respect. Nothing herein shall affect the right to serve process in anyother manner permitted by law or shall limit the right of the Agent or the Collection Bank to bringproceedings against the Pledgor in the courts of any other jurisdiction.     13. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OFANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiveris intended to be all-encompassing of any and all disputes that may be filed in any court and thatrelate to the subject matter of this transaction, including without limitation contract claims,tort claims, breach of duty claims, and all other common law and statutory claims. Each of theparties to this Agreement acknowledges that this waiver is a material inducement to enter into abusiness relationship, that each other party already relied on this waiver in entering into thisAgreement and that each will continue to rely on this waiver in their related future dealings. Eachof the parties to this Agreement further warrants and represents that it reviewed this waiver withits legal counsel, and that each knowingly and voluntarily waives its jury trial rights followingconsultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIEDEITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may befiled as a written consent to a trial by the court.     14. EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE IN WHICH THE COLLECTION BANK IS LOCATEDGOVERN THE COLLECTION ACCOUNT(S),THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TOCONFLICTS OF LAWS PRINCIPLES. The Borrower, the Agent, and the Collection Bank agree that forpurposes of Article 9, of ___’s version of the Uniform Commercial Code, [CITATION], thejurisdiction of the Collection Bank is _____.     15. In addition to the payment of expenses pursuant to Section 4, the Pledgor and the Agenteach agrees to indemnify and hold the officers, directors, employees and agents of the
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Collection Bank (collectively the “INDEMNITEES”) harmless from and against, any and allliabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs,expenses and disbursements of any kind or nature whatsoever (including, the reasonable fees anddisbursements of counsel for all of such Indemnitees collectively in connection with anyinvestigative, administrative or judicial proceeding, whether or not such Indemnitee shall bedesignated a party thereto and for each of such Indemnitees whose counsel determines in good faiththat joint representation of such Indemnitee along with the other Indemnitees would or reasonablycould be expected to result in a conflict of interest under applicable laws or ethical principles)that may be imposed on, incurred, directly or indirectly, by, or asserted against such Indemnitee,as a consequence of the Collection Bank executing this Agreement and performing its obligationshereunder (the “INDEMNIFIED LIABILITIES”); provided that neither the Agent nor the Pledgor shallhave any obligation to an Indemnitee hereunder with respect to indemnified liabilities arising fromthe gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee, as soon asreasonably practicable, shall notify the Pledgor and the Agent of the commencement of any legalproceeding by a third Person under which any indemnified liability might arise. The Pledgor and theAgent shall have the option to participate in the defense of all claims under which any indemnifiedliability might arise, but neither the Pledgor nor the Agent shall have the option to compel anyIndemnitee to employ counsel not of the Indemnitee’s choosing.[Remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed anddelivered by its duly authorized officer on the date first set forth above.     PLEDGOR: AMERICAN HOMEPATIENT, INC.   By:  /s/ Robert L. Fringer       Title: Vice President & Secretary     AGENT: BANK OF MONTREAL  as the Agent       By:         Name:          Title:           COLLECTION BANK:         By:          Name:         Title:      
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**EXHIBIT A****Lenders**See attached document.
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Allstate-AIMCO CDO Series 2000-A