Common use of Collection of Accounts Receivable; Management of Collateral Clause in Contracts

Collection of Accounts Receivable; Management of Collateral. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Borrower nor any Guarantor shall, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (a) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s name on any invoice or b▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Termination. (b) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of any of the terms and conditions thereof. (c) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the account of the Borrower or the applicable Guarantor and to charge the Borrower and/or such Guarantor therefor. (d) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. On or prior to the Initial Advance Effective Date, the Loan Parties open and maintain one or more Loan Accounts. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of the Administrative Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Administrative Agent and the Lender and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Loan Account. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (a) After the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may send a notice of assignment and/or notice of the Lenders’ Lender' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Administrative Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Borrower nor any Guarantor shallThe Loan Parties shall not, without prior written consent of the Collateral Administrative Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ab) The Borrower Each Loan Party hereby appoints each the Administrative Agent or its designee on behalf of such the Administrative Agent as the Borrower’s and each Guarantor’s Loan Parties' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s and each Guarantor’s any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s any Loan Party's name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor Loan Party to such address as such the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bc) Nothing herein contained shall be construed to constitute any the Administrative Agent as agent of the Borrower or any Guarantor Loan Party for any purpose whatsoever, and the Agents Administrative Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents Administrative Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentsAdministrative Agent, by anything herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to any the Administrative Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor Loan Party of any of the terms and conditions thereof. (cd) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each the Administrative Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account of the Borrower or the applicable Guarantor and to charge the Borrower and/or Loan Parties therefor. The Loan Parties shall notify the Administrative Agent if any Account Receivable includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (de) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents Administrative Agent and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrower shall assist the Administrative Agent in establishing, and, during the term of this Agreement, maintaining blocked accounts (the “Blocked Accounts”) with respect to the Borrower’s principal concentration accounts with the financial institution set forth on Schedule 8.01 hereto (the “Blocked Account Bank”), and entering into a control agreement relating to the Blocked Account with the Borrower, the Collateral Agent, and the Blocked Account Bank. Each of the Borrower and each Subsidiary shall irrevocably instruct its Account Debtors (until instructed to the contrary by Collateral Agent), with respect to its Accounts Receivable consisting of credit or debit card payments, to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Blocked Account Bank to deposit all amounts received by it to a Blocked Account at such Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Each of the Borrower and each Subsidiary will enforce, collect and receive all amounts owing on their Accounts Receivable for the Agents’ benefit and on the Administrative Agent’s behalf, but at the Borrower’s or such Subsidiary’s expense; and such privilege shall terminate at the election of any Agent hereunder upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower or any of its Subsidiaries from any Account Debtor, as proceeds from their Accounts Receivable, or as proceeds of any other Collateral, shall be held by the Borrower or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Blocked Account. Except to the extent permitted by clause (ii) of the following sentence, the Borrower and such Subsidiaries shall not commingle such collections with their own funds, with the funds of any Subsidiary or Affiliate of the Borrower or with the proceeds of any assets not included in the Collateral. All funds received in the Blocked Accounts (i) after the occurrence and during the continuance of a Triggering Event, upon request by Collateral Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then principal balance of the Revolving Loans and the other Obligations then due and payable, conditional upon final payment to the Administrative Agent, and (ii) at all other times, may be transferred to an operating account of the Borrower or one of its Subsidiaries. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateraland, and thereafter thereafter, the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and its Subsidiaries and/or take possession of the Collateral and the books and records relating thereto. Neither After the occurrence and during the continuation of an Event of Default, upon receipt of a notice from Collateral Agent of its election with respect thereto, the Borrower nor any Guarantor shalland its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ac) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower, to (ii) sign the Borrower’s and each Guarantor’s name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, assignments and verifications of Accounts Receivable or payments intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable of the Borrower, to (iii) send verification of Accounts ReceivableReceivable or payment intangibles of the Borrower, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bd) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of any of the terms and conditions thereof. (ce) If any Account Receivable of the Borrower includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’s account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Agents if any Account Receivable of the Borrower includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (df) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the date which is forty-five (45) days after the Effective Date, the Borrower shall have assisted the Funding Agent, and shall have caused the establishment of (and during the term of this Agreement, shall continue to assist in maintaining), (i) one or more lockboxes in the name of the Funding Agent and identified on Schedule 12.1 hereto (collectively, the "LOCKBOXES") with the financial institutions set forth on Schedule 12.1 hereto or such other financial institutions selected by the Borrower and acceptable to the Funding Agent in its sole discretion (each being referred to as a "LOCKBOX BANK"), and (ii) an account (a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Collateral Agent with each Lockbox Bank. The Borrower shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Borrower, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Funding Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Funding Agent has advised the Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrower for the Funding Agent's benefit and on the Funding Agent's behalf, but at the Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower from any Account Debtor and all Net Cash Proceeds, received pursuant to an event described in subsection 2.5(c)(iv), as the case may be, shall be held by the Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into a Collection Account; PROVIDED, that, in the absence of a continuing Event of Default, the Borrower may retain and not deposit into a Collection Account or a Lockbox not more than $100,000 of such collections in any calendar month. The Borrower shall not commingle such collections with the Borrower's own funds or the funds of any Subsidiary or Affiliate of the Borrower or with the proceeds of any assets not included in the Collateral. The Funding Agent shall charge the Loan Account on the last day of each month with one (1) collection days for all funds to be sent to the Payment Office to be credited to the Funding Agent's Account. The effect of such "one collection days" being charged in the preceding sentence is the equivalent of charging one Business Day of interest on such collections. Prior to the occurrence and continuance of an Event of Default, at least 73% of all funds, and during the existence of an Event of Default, all funds, received in the Collection Account shall be sent by wire transfer or Automated Clearing House Inc. payment to the Payment Office which will be credited to the Funding Agent's Account for application at the end 95 102 of each Business Day to reduce the then principal balance of the Revolving Credit Loans, and, if no Revolving Credit Loans are outstanding, the Term Loans, conditional upon final payment to the Funding Agent. No checks, drafts or other instrument received by the Funding Agent shall constitute final payment to the Funding Agent unless and until such instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral any Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent Agents shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the The Borrower nor any Guarantor shallshall not, without prior written consent of the Collateral AgentAgents, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the ordinary course absence of its businessa continuing Event of Default. (ac) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s 's attorney-in-fact with power exercisable during the continuance of an any Event of Default to endorse the Borrower’s and each Guarantor’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s 's name on any invoice or b▇bill ▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivables, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bd) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission or commission the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any 96 103 contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of any of the terms and conditions thereof. (ce) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent is the Agents are hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Agents if any Account Receivable includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (df) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Within thirty (30) days after the Closing Date, the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent (collectively, the "Lockboxes") with one or more financial institutions selected by the Borrower and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Borrower and each Surety shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of the Borrower and each Surety, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Borrower and each Surety may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrower and each such Surety for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Debt received directly by the Borrower and each such Surety from any Account Debtor, as proceeds from Accounts Receivable of the Borrower and each such Surety, or as proceeds of any other Collateral, shall be held by the Borrower and each such Surety in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower and each such Surety in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Borrower and each such Surety shall not commingle such collections with the Borrower's or such Surety's own funds or the funds of any other Subsidiary or Affiliate of the Borrower or with the proceeds of any assets not included in the Collateral. The Administrative Agent shall charge the Loan Account on the last day of each month with two (2) collection days for all such collections. All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral any Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent Agents shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither The Borrower and the Borrower nor any Guarantor shallSureties shall not, without prior written consent of the Collateral AgentAgents, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the ordinary course absence of its businessa continuing Event of Default, as permitted by Section 7.21 and except with respect to amounts less than $100,000 for any Account Debtor and $500,000 for all Account Debtors, in each case for the term of this Agreement. (ac) The Borrower and each Surety hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s 's and each Guarantor’s such Surety's attorney-in-fact with power exercisable during the continuance of an any Event of Default to endorse the Borrower’s and each Guarantor’s 's or such Surety's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s 's or such Surety's name on any invoice or b▇bill ▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivables, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor such Surety to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (bd) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor Surety for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission or commission the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor Surety of any of the terms and conditions thereof. (ce) If any Account Receivable includes a charge for any tax payable to any Governmental AuthorityOfficial Body, each Agent is the Agents are hereby authorized (but in no event obligated) in its their discretion to pay the amount thereof to the proper taxing authority for the Borrower's account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Agents if any Account Receivable includes any taxes due to any such Guarantor thereforOfficial Body and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (df) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors each Surety set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateraland, and thereafter thereafter, the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and its Subsidiaries and/or take possession of the Collateral and the books and records relating thereto. Neither After the occurrence and during the continuation of an Event of Default, the Borrower nor any Guarantor shalland its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ab) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower, to (ii) sign the Borrower’s and each Guarantor’s name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, to (iii) send verification of Accounts ReceivableReceivable of the Borrower, and to (iv) after the occurrence and during the continuation of an Event of Default, notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationthe Term Loan and all other Obligations under the Loan Documents are paid in full. (bc) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of any of the terms and conditions thereof. (cd) If any Account Receivable of the Borrower includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’s account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Agents if any Account Receivable of the Borrower includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (de) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. After (a) Borrower shall establish and at all times maintain concentration accounts (the occurrence "Concentration Accounts") at the Concentration Account Bank, and promptly deposit, and shall cause its Subsidiaries to promptly deposit, all Collections in excess of $200,000 received by Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the first Business Day after the date of receipt thereof, and all other Collections received by Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the second Business Day after the date of the receipt thereof, into the Concentration Accounts. Borrower, Administrative Agent, and Concentration Account Bank shall enter into a concentration account agreement, in form and substance reasonably satisfactory to Administrative Agent (the "Concentration Account Agreement"). Neither the Concentration Account Agreement nor the arrangements contemplated thereby shall be modified by Borrower or any of its Subsidiaries without the prior written consent of Administrative Agent on behalf of the Lender Group. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, all amounts received in the Concentration Accounts shall be deposited each Business Day into the Administrative Agent Account. Until the Lender Group has advised Borrower to the contrary during the continuance of an Event of Default, Borrower and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Collateral Account Receivables for the Lender Group's benefit and on the Lender Group's behalf. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness) received directly by Borrower or any of its Subsidiaries from any Account Debtor or any other source (exclusive of the Lender Group), whether as proceeds from Accounts Receivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the applicable Loan Party in trust for the Lender Group and deposited by such Loan Party in original form and no later than the next Business Day after receipt thereof into the Concentration Accounts. The Borrower shall not, nor shall it permit its Subsidiaries to, commingle such collections with the proceeds of any Loan. All Collections of each Subsidiary of Borrower deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Loan Party to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be a distribution by such Subsidiary to Borrower through each Person who (directly or indirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary, other than any limited partner of a Non-Wholly Owned Subsidiary. Administrative Agent shall charge the Loan Account on the last day of each month for 2 Business Days of 'clearance' or' float' at the rate applicable to Revolving Loans set forth in Section 2.04(a) or Section 2.04(b), as applicable, on all Collections that are received by Administrative Agent (regardless of whether forwarded by a Concentration Account Bank to Administrative Agent, whether provisionally applied to reduce the Obligations under the Loan Documents, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by Borrower or the Lender Group, and whether or not there are any outstanding Revolving Loans, the effect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. All funds received in the Concentration Accounts pursuant to this Section 7.01(a) shall be credited to the Loan Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, subject to the provisions of Section 9.14(B) hereof. No checks, drafts or other instruments received by the Lender Group shall constitute final payment to the Lender Group unless and until such instruments have actually been collected. (b) During the continuance of an Event of Default, the Lender Group may send a notice of assignment and/or notice of the Lenders’ Lender Group's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the CollateralDebtors, and thereafter during such time period, the Collateral Agent Lender Group shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral Accounts Receivable and the books and records relating thereto. Neither Except, in the absence of a continuing Event of Default, if the aggregate amount of Accounts Receivable other than credit card receivables is more than $200,000, Borrower nor any Guarantor shallshall not, and shall not permit its Subsidiaries to, without prior written consent of the Collateral Administrative Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ac) The Borrower hereby appoints each the Administrative Agent for the benefit of the Lender Group or its designee on behalf of such Agent the Lender Group as the Borrower’s and each Guarantor’s 's attorney-in-fact with power exercisable during the continuance of an any Event of Default Default: (i) to demand payment of the Accounts Receivable from Account Debtors, to enforce payment of the Accounts Receivable by legal proceedings or otherwise, and generally exercise all of Borrower's rights and remedies with respect to the collection of the Accounts Receivable, (ii) to endorse the Borrower’s and each Guarantor’s 's name upon any notes, acceptances, checks, drafts, money orders checks or other evidences of payment relating to the Accounts Receivable, (iii) to sign the Borrower’s and each Guarantor’s 's name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts Receivable, (iv) to sign Borrower's name on any drafts against Account Debtors with respect to Accounts Receivable, (v) to prepare, file, and sign Borrower's name to a proof of claim or similar document against any Account Debtor in connection with a bankruptcy proceeding commenced by or with respect to such Account Debtor, (vi) to use Borrower's stationery and to sign Borrower's name on any assignments and of Accounts Receivable, verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivables, and (vii) to send verification verifications of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction)commission, or for any error of judgment or mistake of fact or lawlaw (other than acts, errors, or mistakes, constituting gross negligence or willful misconduct); this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bd) Nothing contained herein contained shall be construed to constitute any Agent member of the Lender Group as agent of the Borrower or any Guarantor of its Subsidiaries in connection with its actions under this Article VII for any purpose whatsoever, and no member of the Agents Lender Group shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral Accounts Receivable wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission or commission the Lender Group constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct). The Agents Lender Group shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Lender Group constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct). The AgentsLender Group, by anything herein in this Article VII or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to any Agent the Lender Group and shall not be responsible in any way for the performance by the Borrower or any Guarantor of its Subsidiaries of any of the terms and conditions thereof. (ce) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Administrative Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. Borrower shall notify Administrative Agent if any Account Receivable includes any taxes due to any such Guarantor therefor. (d) Notwithstanding any other terms set forth Governmental Authority and, in the Loan Documentsabsence of such notice or actual knowledge of such tax, Administrative Agent for the rights and remedies benefit of the Agents and Lender Group shall not, to the Lenders herein providedfullest extent permitted by law, and the obligations be liable for any taxes that may be due by reason of the Borrower sale and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by lawdelivery creating such Account Receivable.

Collection of Accounts Receivable; Management of Collateral. After (a) The Borrower has established and at all times shall maintain concentration accounts (the "Concentration Accounts") at the Concentration Account Bank and identified as the "Collateral Agent Accounts" in the Concentration Account Agreement, and shall promptly deposit, and shall cause each of its Subsidiaries promptly to deposit, all Collections in excess of $200,000 in the aggregate received by the Borrower or any of its Subsidiaries from any source, and in any event no later than the first Business Day after the date of receipt thereof, and all other Collections received by the Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the second Business Day after the date of the receipt thereof, into the Concentration Accounts. The Borrower, the Administrative Agent and the Concentration Account Bank have entered into a concentration account agreement, in form and substance reasonably satisfactory to the Administrative Agent (the "Concentration Account Agreement"). Neither the Concentration Account Agreement nor the arrangements contemplated thereby shall be modified by the Borrower or any of its Subsidiaries without the prior written consent of the Administrative Agent. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, all amounts received in the Concentration Accounts shall be deposited each Business Day into the Administrative Agent Account. Until the Administrative Agent has advised the Borrower to the contrary upon the occurrence and during the continuance of an Event of Default, the Borrower and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Account Receivables for the benefit of, and on behalf of, the Collateral Agent and the Lenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness) received directly by the Borrower or any of its Subsidiaries from any Account Debtor or any other source (exclusive of the Lenders), whether as proceeds from Accounts Receivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the applicable Loan Party in trust for the Lenders and deposited by such Loan Party in original form and no later than the next Business Day after receipt thereof into the Concentration Accounts. The Borrower shall not, nor shall it permit any of its Subsidiaries to, commingle such Collections with the proceeds of any Loan. All Collections of each Subsidiary of the Borrower deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Loan Party to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be a distribution by such Subsidiary to Borrower through each Person who (directly or indirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary, other than any limited partner of a Non-Wholly Owned Subsidiary. (b) The Administrative Agent shall charge the Loan Account on the last day of each month for one (1) Business Day of "clearance" or "float" at the rate applicable to Loans set forth in Section 4.01(a) on all Collections that are received by the Administrative Agent (regardless of whether forwarded by a Concentration Account Bank to the Administrative Agent, whether provisionally applied to reduce the Obligations under the Loan Documents, or otherwise). This across-the-board one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the Lenders' financing of the Borrower, and shall apply irrespective of the characterization of whether receipts are owned by the Borrower or the Lenders, and whether or not there are any outstanding Loans, the effect of such clearance or float charge being the equivalent of charging one (1) Business Day of interest on such Collections. All funds received in the Concentration Account shall be transferred to the Disbursement Account until such time as the Collateral Agent sends a notice terminating such arrangement and three Business Days following the receipt by the Concentration Account Bank of such notice all funds received in the Concentration Account shall be sent by wire transfer or Automated Clearing House Inc. payment to the Administrative Agent to be credited to the Loan Account for application at the end of each Business Day to reduce the then principal balance of the Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (c) During the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Collateral Agent's security interest, held for the benefit of it and the Lenders’ security interest , to any and all Account Debtors or third parties holding or otherwise concerned with any of the CollateralDebtors, and thereafter during such time period, the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral Accounts Receivable and the books and records relating thereto. Neither Except, in the absence of a continuing Event of Default, if the aggregate amount of Accounts Receivable other than credit card receivables is more than $200,000, the Borrower nor any Guarantor shallshall not, and shall not permit its Subsidiaries to, without prior written consent of the Collateral Administrative Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ad) The Borrower hereby appoints each the Administrative Agent for the benefit of the Collateral Agent and the Lenders or its their designee on behalf of such Agent as the Borrower’s and each Guarantor’s 's attorney-in-fact with power exercisable during the continuance of an any Event of Default Default: (i) to demand payment of the Accounts Receivable from Account Debtors, to enforce payment of the Accounts Receivable by legal proceedings or otherwise, and generally exercise all of the Borrower's rights and remedies with respect to the collection of the Accounts Receivable, (ii) to endorse the Borrower’s and each Guarantor’s 's name upon any notes, acceptances, checks, drafts, money orders checks or other evidences of payment relating to the Accounts Receivable, (iii) to sign the Borrower’s and each Guarantor’s 's name on any invoice or b▇▇▇ bill of lading relating to any of the Accounts Receivable, (iv) to ▇▇▇▇ the Borrower's name on any drafts against Account Debtors with respect to Accounts Receivable, (v) to prepare, file, and sign the Borrower's name to a proof of claim or similar document against any Account Debtor in connection with a bankruptcy proceeding commenced by or with respect to such Account Debtor, (vi) to use the Borrower's stationery and to sign the Borrower's name on any assignments and of Accounts Receivable, verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivables, and (vii) to send verification verifications of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction)commission, or for any error of judgment or mistake of fact or lawlaw (other than acts, errors, or mistakes, constituting gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction); this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (be) Nothing contained herein contained shall be construed to constitute the Collateral Agent, the Administrative Agent or any Agent Lender as agent of the Borrower or any Guarantor of its Subsidiaries in connection with its actions under this Article XII for any purpose whatsoever, and the Agents Collateral Agent, the Administrative Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral Accounts Receivable wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission the Collateral Agent, the Administrative Agent or commission the Lenders constituting gross negligence or willful misconduct as determined by in a final judgment of order by a court of competent jurisdiction). The Agents Collateral Agent, the Administrative Agent and the Lenders shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission the Collateral Agent, the Administrative Agent or commission the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct). The AgentsCollateral Agent, the Administrative Agent and the Lenders, by anything herein in this Article XII or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any the Collateral Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of its Subsidiaries of any of the terms and conditions thereof. (cf) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each the Administrative Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Administrative Agent if any Account Receivable includes any taxes due to any such Guarantor therefor. (d) Notwithstanding any other terms set forth Governmental Authority and, in the Loan Documentsabsence of such notice or actual knowledge of such tax, the rights and remedies Administrative Agent for the benefit of the Agents Collateral Agent and the Lenders herein providedshall not, and to the obligations fullest extent permitted by law, be liable for any taxes that may be due by reason of the Borrower sale and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by lawdelivery creating such Account Receivable.

Collection of Accounts Receivable; Management of Collateral. (a) With respect to the Account Receivables, the Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Account Debtors to remit to the Lender Account all payments to be made by check or other draft and all payments to be made by wire transfer. Until the Lender has advised the Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Parent and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Account Receivables for the Lender’s benefit and on the Lender’s behalf, but at the Borrowers’ expense; such privilege shall terminate, at the election of the Lender, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Parent or any Subsidiary from any Account Debtor, as proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be received and held by such Person in trust for the Lender and deposited by such Person in original form and no later than the next Business Day after receipt thereof into the Lender Account. None of the Borrowers shall commingle such collections with any Borrower’s own funds or the funds of any Subsidiary or Affiliate of such Borrower or with the proceeds of any assets not included in the Collateral. The Lender shall charge the Loan Account on the last day of each month with three collection days for all such collections, except wire transfers or other transfers of good funds. All funds received in the Lender Account pursuant to this Section 7.0 1(a) shall be credited to the Loan Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Lender. No checks, drafts or other instruments received by the Lender shall constitute final payment to the Lender unless and until such instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may send a notice of assignment and/or notice of the Lenders’ Lender’s security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent Lender shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Borrower nor any Guarantor shallThe Parent shall not, and shall not permit its Subsidiaries to, without prior written consent of the Collateral AgentLender, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the ordinary course absence of its businessa continuing Event of Default, as permitted by Section 6.02(o). (ac) The Each Borrower hereby appoints each Agent the Lender or its designee on behalf of such Agent the Lender as the each Borrower’s and each Guarantor’s attorney-in-fact with power exercisable during the continuance of an any Default or Event of Default to endorse the such Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the such Borrower’s and each Guarantor’s name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower Parent or any Guarantor of its Subsidiaries to such address as such Agent the Lender may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bd) Nothing herein contained shall be construed to constitute any Agent the Lender as agent of the Borrower Parent or any Guarantor Subsidiary for any purpose whatsoever, and the Agents Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission or commission the Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentsLender, by anything herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to any Agent the Lender and shall not be responsible in any way for the performance by the Borrower Parent or any Guarantor Subsidiary of any of the terms and conditions thereof. (ce) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent the Lender is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the applicable Borrower’s account of the Borrower or the applicable Guarantor and to charge the Borrowers therefor. Each Borrower and/or shall notify the Lender if any Account Receivable includes any taxes due to any such Guarantor therefor. (d) Notwithstanding any other terms set forth Governmental Authority and, in the Loan Documentsabsence of such notice, the rights Lender shall have the right to retain the full proceeds of such Account Receivable and remedies shall not be liable for any taxes that may be due by reason of the Agents sale and the Lenders herein provided, and the obligations of the Borrower and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by lawdelivery creating such Account Receivable.

Collection of Accounts Receivable; Management of Collateral. (a) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, which notice shall comply with any applicable legal requirements, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto, upon compliance with mandatory legal procedures, if required under the applicable laws. Neither the Borrower nor any Guarantor shallThe Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the ordinary course absence of its businessa continuing Event of Default, as permitted by Section 7.02(a). (ab) The Borrower Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s and each Guarantorany Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantorany Loan Party’s name on any invoice or b▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor Loan Party to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. The aforementioned covenant shall not be applicable with regard to the Loan Parties incorporated in the United Mexican States, provided, however, that at the request of the Collateral Agent, the Loan Parties incorporated under the laws of the United Mexican States shall grant a power of attorney to the individuals designated by the Collateral Agent, and in the terms requested by the Collateral Agent in accordance with Mexican law. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans, and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bc) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor Loan Party of any of the terms and conditions thereof. (cd) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account of the Borrower or the applicable Guarantor and to charge the Borrower and/or Loan Parties therefor. The Loan Parties shall notify the Agents if any Account Receivable includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (de) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. After (a) Until Bank has advised a Borrower to the contrary in writing after the occurrence and during the continuance of an Event of Default, a Borrower may and will enforce, collect and receive all amounts owing on the Collateral Agent Accounts Receivable of such Borrower for Bank’s benefit and on Bank’s behalf, but at such Borrower’s expense; such privilege shall terminate, to the maximum extent permitted by law, at the election of Bank, upon the occurrence and during the continuance of an Event of Default and written notice to a Borrower of such termination. (b) To the maximum extent permitted by law, after the occurrence and during the continuance of an Event of Default, Bank may or its designee may send a notice of assignment and/or notice of the Lenders’ Bank’s security interest to any and all Account Debtors account debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent so long as such Event of Default continues Bank or its designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Borrower nor any Guarantor shall, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (a) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s and each Guarantor’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s name on any invoice or b▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Termination. (b) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Guarantor of any of the terms and conditions thereof. (c) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent Bank is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’ account of the Borrower or the applicable Guarantor and to charge the such Borrower and/or therefor unless such Guarantor therefor. (d) Notwithstanding Borrower had, prior to such payment being made by Bank, notified Bank that it is contesting such tax in good faith. The Borrowers shall notify Bank if any other terms set forth Account includes any taxes due to any such Governmental Authority and, in the Loan Documentsabsence of such notice, Bank shall have the rights right to retain the full proceeds of such Account and remedies shall not be liable for any taxes that may be due by reason of the Agents sale and the Lenders herein provided, and the obligations of the Borrower and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by lawdelivery creating such Account.

Collection of Accounts Receivable; Management of Collateral. (a) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may or its designee may, and at the request of the Requisite Lenders, the Collateral Agent shall, send a notice of assignment and/or notice of the Lenders’ Collateral Agent’s security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Borrower nor any Guarantor shall, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of its business. (ab) The Borrower Subject to the entry and the terms of the Bankruptcy Court Orders, the Borrowers hereby appoints each appoint the Collateral Agent or its designee on behalf of such the Collateral Agent as the Borrower’s and each Guarantor’s Borrowers’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the any Borrower’s and each Guarantor’s name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the any Borrower or any Guarantor to such address as the Collateral Agent or such Agent designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or lawlaw not constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Credit Documents are paid in full and all of the Credit Documents are terminated. (bc) Nothing herein contained shall be construed to constitute any Agent as agent of the any Borrower or any Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the any Borrower or any Guarantor of any of the terms and conditions thereof. (cd) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the applicable Borrower’s account of the Borrower or the applicable Guarantor and to charge the Borrower and/or Borrowers therefor. The Borrowers shall notify the Agents if any Account Receivable includes any taxes due to any such Guarantor thereforGovernmental Authority and, in the absence of such notice, the Agents shall have the right to apply the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (de) Notwithstanding any other terms set forth in the Loan Credit Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower and the Guarantors Borrowers set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Credit Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) After the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may send a notice of assignment and/or notice of the Lenders’ Lender's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent Lender shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. Neither the Parent nor the Borrower nor any Guarantor shall, and neither such Person shall permit its Subsidiaries to, without prior written consent of the Collateral AgentLender, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the ordinary course absence of its businessa continuing Event of Default, as permitted by Section 6.02(o). (ab) The Borrower Each Loan Party hereby appoints each Agent the Lender or its designee on behalf of the Lender as such Agent as the Borrower’s and each Guarantor’s Loan Party's attorney-in-fact with power exercisable during the continuance of an any Event of Default to endorse the Borrower’s and each Guarantor’s such Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrower’s and each Guarantor’s such Loan Party's name on any invoice or b▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower such Loan Party or any Guarantor of its Subsidiaries to such address as such Agent the Lender may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until Terminationall of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (bc) Nothing herein contained shall be construed to constitute any Agent the Lender as agent of the Borrower Parent or any Guarantor Subsidiary for any purpose whatsoever, and the Agents Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of omission or commission the Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentsLender, by anything herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to any Agent the Lender and shall not be responsible in any way for the performance by the Borrower Parent or any Guarantor Subsidiary of any of the terms and conditions thereof. (cd) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent the Lender is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the applicable Loan Party's account of the Borrower or the applicable Guarantor and to charge the Borrower and/or therefor. The Borrower shall notify the Lender if any Account Receivable includes any taxes due to any such Guarantor therefor. (d) Notwithstanding any other terms set forth Governmental Authority and, in the Loan Documentsabsence of such notice, the rights Lender shall have the right to retain the full proceeds of such Account Receivable and remedies shall not be liable for any taxes that may be due by reason of the Agents sale and the Lenders herein provided, and the obligations of the Borrower and the Guarantors set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by lawdelivery creating such Account Receivable.