Common use of Collection of Receivables Clause in Contracts

Collection of Receivables. Until such time following an Event of Default that Agent shall notify Borrowers of the revocation of such privilege, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more of their the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following time, after and during the continuation of an Event of Default Default, that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, Collateral except to the extent such clains arise out for acts or omissions of the gross negligence or willful misconduct of the Agentmisconduct. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until The Lender may at any time during a Default Period, without notice to any Grantor, elect to enforce collection of any Receivable, require that the Proceeds of Receivables or other Collateral be paid directly to the Lender or to any account specified by the Lender and/or require that Proceeds of Receivables or other Collateral received by such time following an Event of Grantor be deposited into any account specified by the Lender (any account referred to in this sentence being a "Pledged Account"). During any Default that Agent shall notify Borrowers of the revocation of such privilegePeriod, each Borrower and each of its respective Subsidiaries Grantor shall at its own expense have the privilege for (if requested to do so by Lender), and/or Lender may, promptly notify the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all debtors or obligors of the Receivables including (a) of the billingLender's interest therein and direct such account debtors or obligors to make payment of all amounts then or thereafter due under the Receivables directly to the Lender or to any account specified by the Lender. During a Default Period, posting each Grantor shall hold in trust for the Lender all amounts and maintaining of complete records applicable thereto, (b) the taking of such action Proceeds received by it with respect to the Receivables and other Collateral, shall segregate all such amounts and Proceeds from other funds of such Grantor, and shall at all tames thereafter promptly deliver to the Lender (or into any Pledged Account as the Agent Lender may reasonably request or specify) all such amounts and Proceeds in the absence of such requestsame form as so received, as Borrowers whether by cash, check, draft or otherwise, with any necessary endorsements. Each Grantor will execute and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating deliver to the settling of Lender, for delivery by the Lender to each bank or other financial institution with which it maintains any Account Debtor’s claim bank or deposit account (or if so instructed by the Lender will execute and deliver directly to each such bank or other financial institution) such notices as the Lender may be commercially reasonable. Agent may, at its option, at any time or from time to time after request advising each such bank or other financial institution that Proceeds deposited to an account during a Default Period constitute Pledged Deposits hereunder, subject to the Security Interest granted hereby, and instructing each such bank or other financial institution that during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement Period each Pledged Account and all Pledged Deposits are to be maintained by such bank or other financial institution subject to the Borrowers absolute dominion and any one control of the Lender and are to be delivered, disbursed or more otherwise distributed solely in accordance with the instructions of their Subsidiaries by either giving notice of its assignment ofthe Lender, and Lien on such Grantor shall take all such other actions as may otherwise be required under applicable law to perfect the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest Security Interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time Pledged Accounts and from time to time to confirm and verify ReceivablesPledged Deposits.

Collection of Receivables. Until such time following an Event the occurrence of Default that Agent shall notify a Default, the Borrowers of the revocation of such privilege, each Borrower and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time after written notice to the Borrowers to confirm and verify Receivables.

Collection of Receivables. Until Such Credit Party shall use its commercially reasonable efforts to cause to be collected from each Account Debtor, as and when due, any and all amounts owing under or on account of each Receivable (including, without limitation, Receivables which are delinquent, such time following Receivables to be collected in accordance with lawful collection procedures) unless such Credit Party shall reasonably determine in respect of any such Receivable that such efforts would be of negligible economic value, and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable. Such Credit Party shall not rescind or cancel any indebtedness or obligation evidenced by any Receivable, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to, or sell or assign, any Receivable, or interest therein, without the prior written consent of the Collateral Agent, except that, subject to the rights of the Collateral Agent and the Secured Parties hereunder if an Event of Default that Agent shall notify Borrowers have occurred and be continuing, such Credit Party may allow as adjustments to amounts owing under its Receivables (i) an extension or renewal of the revocation time or times of payment, or settlement for less than the total unpaid balance, which such privilege, each Borrower Credit Party finds appropriate in accordance with sound business judgment and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (aii) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, a refund or adjustment to which the Account Debtor may be lawfully entitledcredit due as a result of returned or damaged merchandise, all in accordance with such Credit Party’s ordinary course of business consistent with its historical collection practices. The costs and may acceptexpenses (including, in connection therewithwithout limitation, the return attorneys’ fees) of goodscollection of Receivables, the sale whether incurred by such Credit Party or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent Agent, shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused be borne by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify ReceivablesCredit Parties.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrower may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Borrower by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilegeprivilege and except as otherwise provided by this Agreement, each the Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrower may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Borrower by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that the Agent shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, the Agent and the Lenders of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of an Event of a Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more each of their the Subsidiaries and by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. The Agent shall not have any duty to, and Borrowers the Borrower hereby release releases the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. The Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent Lender shall notify Borrowers of the revocation of such privilegeprivilege in accordance with the next sentence, each Borrower and each of its respective Subsidiaries Borrowers shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent Lender shall not have any duty to, and Borrowers each Borrower hereby release Agent releases Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent as the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower and each of its respective Subsidiaries the Borrowers shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrowers may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, of any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries the Borrowers by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that the Administrative Agent shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, the Administrative Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Administrative Agent may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. The Administrative Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. The Administrative Agent shall not have any duty to, and the Borrowers hereby release the Administrative Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. The Administrative Agent shall be entitled at any time and from time to time to confirm and verify ReceivablesReceivables with the Account Debtors thereunder; provided, however, that absent an Event of Default, the Administrative Agent shall effect such verification by a means which does not identify the Administrative Agent by name.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more of their the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following Subject to the mandatory prepayment obligations set forth in Section 8.2 hereof, and notwithstanding anything in this Agreement or in any other Facility Document to the contrary, Borrower shall have the right to collect any and all payments of interest and principal made by the Obligors under the Receivables and to exercise any and all rights and remedies Borrower has under the loan documents which evidence, govern or secure the Receivables until an Event of Default that Agent has occurred and is continuing. Upon the occurrence and continuation of an Event of Default, Lender shall notify Borrowers be entitled to collect and all payments of interest and principal made by the revocation of Obligors under the Receivables and to exercise any and all rights and remedies under such privilege, each Borrower and each of its respective Subsidiaries Facility Documents. The Lender shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, right at any time or from time to time after time, upon the occurrence and during the continuance of an Event of Default hereunderDefault, revoke or a Default, to notify the collection privilege given in this Agreement account debtors or obligors under any Receivables and General Intangibles and to direct such account debtors or Obligors to make payment of all amounts due or to become due to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral Borrower thereunder directly to the Account Debtors or giving notice of Lender and, upon such revocation to Borrowers. Agent shall not have any duty to, notification and Borrowers hereby release Agent from all claims of loss or damage caused by at the delay or failure to collect or enforce any expense of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except Borrower and to the extent permitted by law, to enforce collection of any such clains arise out Receivables and General Intangibles. The Borrower hereby irrevocably appoints the Lender the Borrower's attorney-in-fact and proxy, with full authority in the place and stead of the gross negligence or willful misconduct Borrower and in the name of the Agent. Agent shall be entitled at any time and Borrower or otherwise, from time to time in the Lender's discretion, to confirm take any action and verify Receivablesto execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) upon the occurrence and continuance of an Event of Default, or a Default, to ask, demand, collect, sue for, recover, compound, receive and give acquitence and receipts xxr moneys due and to become due under or in respect of any Collateral; (ii) upon the occurrence and continuance of an Event of Default, or a Default, to receive, indorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) of this subsection (b); and (iii) upon the occurrence of an Event of Default, or a Default, to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Lender with respect to any Collateral. The powers conferred on the Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior party or any other rights pertaining to any Collateral.

Collection of Receivables. Until such time following an Event of Default that the Agent shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. The Agent shall not have any duty to, and the Borrowers hereby release the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. The Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower of the Borrowers and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following (a) Unless and until a Default or an Event of Default that Agent shall notify Borrowers have occurred and be continuing and the Company shall have received written notice from the Security Trustee not to collect the Receivables, the Company shall make collection of all Receivables of the revocation Company and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof. (b) At any time while a Default or an Event of such privilegeDefault shall have occurred and be continuing, each Borrower in the event the Security Trustee requests the Company to do so: (i) All instruments and each of its respective Subsidiaries shall chattel paper at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all any time constituting part of the Receivables of the Company (including (aany postdated checks) shall, upon receipt by the billing, posting Company and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the extent permitted by law, be immediately endorsed to and deposited with the Security Trustee in the same form as received by the Company; and/or (ii) The Company shall, to the extent permitted by law, instruct all account debtors to remit all payments in respect of Receivables of the Company to a lockbox to be maintained at the main post office, Chicago, Illinois, or such other single location as the Agent Security Trustee may reasonably request or in designate, under the absence sole custody and control of such request, as Borrowers and each of their Subsidiaries may deem advisable; the Security Trustee. (c) Except as otherwise directed by the grantingSecurity Trustee, the Company shall immediately place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Original Closing Date but before the Closing Date: "A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO XXXXXX TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST DATED AS OF DECEMBER 1, 1992." Except as otherwise directed by the Security Trustee, the Company shall, within ten days after the Closing Date, place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date: "A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO XXXXXX TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO A SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST." At any time while a Default or an Event of Default shall have occurred and be continuing, the Security Trustee or its designee may notify the Company's customers or account debtors at any time that Receivables of the Company have been assigned to the Security Trustee or of the Security Trustee's security interest therein and either in its own name, that of the Company or both, demand, collect (including without limitation through a lockbox analogous to that described in SS. 4.3(B)(II) hereof), receive, receipt for, xxx for, compound and give acquittance for any or all amounts due or to become due on such Receivables, and in the Ordinary Course of Business, to Security Trustee's discretion file any Account Debtor, claim or take any rebate, refund other action or adjustment to proceeding which the Account Debtor Security Trustee may be lawfully entitled, deem necessary or appropriate to protect and may accept, realize upon the security interest of the Security Trustee in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and such Receivables. (d) may take such other actions relating to In the settling event the Security Trustee has exercised any or all of any Account Debtor’s claim as may be commercially reasonable. Agent its rights under SS.SS.4.3(B) or (C) hereof, the Security Trustee may, at its option, at any time while a Default or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivables.occurred

Collection of Receivables. Until such time following an Event of Default that the Agent shall notify Borrowers the Borrower, Fostxx Xxxxx xxx Fantasma of the revocation of such privilege, each Borrower and each of its respective Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of an Event of a Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower, Fostxx Xxxxx xxx Fantasma. The Agent shall not have any duty to, and Borrowers the Borrower, Fostxx Xxxxx xxx Fantasma hereby release the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. The Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Guarantor of the revocation of such privilegeprivilege following an uncured event of default hereunder and except as otherwise provided by this Agreement, each Borrower and each of its respective Subsidiaries the Guarantor shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables its receivables and receiving in respect thereto all Items items of Payment payment and shall otherwise completely service all of the Receivables receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Guarantor may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Guarantor by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Guarantor. Agent Except for the Lender’s own willful misconduct or gross negligence, the Lender shall not have any duty to, and Borrowers the Guarantor hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivablesreceivables.

Collection of Receivables. Until such time following an Event of Default that Agent Lender shall notify Borrowers Borrower of the revocation of such privilegeprivilege in accordance with the next sentence, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries Borrower may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Borrower by either giving notice of its assignment of, and Lien lien on the Borrower Collateral to the Account Debtors or giving notice of such revocation to BorrowersBorrower. Agent Lender shall not have any duty to, and Borrowers Borrower hereby release Agent releases Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Borrower Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more of their the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrower may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Borrower by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent shall notify Borrowers of Buyer shall, on and after the revocation of such privilegeClosing Date, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto take all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or actions in the absence ordinary course of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) business consistent with Buyer's customary practices to collect the granting, in the Ordinary Course of Business, to Receivables. Buyer agrees that if it should discount or take any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke action inconsistent with the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables for the purpose of maintaining customer relations or to preserve any rights against for any other party reason, and, if such discount or other action is taken without the prior written consent of Seller, then the uncollectibility of any such Receivable shall not be taken into account in determining whether there has been a breach of Seller's representations and warranties in Section 3.12. Buyer and Seller agree that for purposes of crediting amounts collected by Buyer following the Closing Date with respect to Receivables, each payment by an interest account debtor shall be applied to the invoice for which it is expressly designated by the debtor. If no such designation is made, the payment shall be applied to the oldest outstanding invoice of such debtor; provided, however, that any payment which is in the Collateralprecise amount of an outstanding invoice or combination of invoices shall be credited against such invoice or invoices. In the event that Buyer collects indemnification from Seller, except to any Partner or the extent such clains arise Escrow Agent for any Loss arising out of the gross negligence or willful misconduct uncollectibility of any of the Agent. Agent shall be entitled at Receivables, Buyer agrees to assign all of its rights in such uncollected Receivables (without regard to any time and reserve therefor, but not to exceed the amount of the Loss with respect to which indemnification was collected) to Seller, so that Seller may pursue collection thereof from time to time to confirm and verify Receivablesthe debtor.

Collection of Receivables. Until Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it. At any time following the occurrence and during the continuation of an Event of Default that Agent shall notify Borrowers Default, Lender may: (i) notify, or require any Grantor to notify, any Account Debtor of the revocation Lender’s security interest in the Receivables and any Supporting Obligation; (ii) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such privilegeGrantor thereunder directly to the Lender (or its agent); (ii) notify, or require any Grantor to notify, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, refund or adjustment Person to which the Account Debtor may be lawfully entitled, Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or payment items from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement directly to the Borrowers Lender; and (iii) enforce, at the expense of such Grantor, collection of any one such Receivables and to adjust, settle or more compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. Upon Lender’s notification to such Grantor that the Lender has elected to collect the Receivables in accordance with the preceding sentence, any payments of their Subsidiaries Receivables received by either giving notice of its assignment ofsuch Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Lender, and Lien on until so turned over, all amounts and proceeds (including checks and other Instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral to Support shall be received in trust for the Account Debtors or giving notice benefit of Lender hereunder and shall be segregated from other funds of such revocation to Borrowers. Agent Grantor and such Grantor shall not have adjust, settle or compromise the amount or payment of any duty toReceivable, and Borrowers hereby or release Agent from all claims of loss wholly or damage caused by the delay partly any Account Debtor or failure to collect obligor thereof, or enforce allow any of the Receivables credit or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivablesdiscount thereon.

Collection of Receivables. Until On and after the occurrence of a Trigger Event, Agent may at any time in its sole discretion, by giving Grantor written notice, elect to require that the Receivables be paid directly to Agent. In such time following an Event of Default that Agent shall notify Borrowers of the revocation of such privilegeevent, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account ofGrantor shall, and on behalf ofshall permit Agent to, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of promptly notify the Account Debtors under the Receivables including (a) of Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the billingReceivables directly to Agent. Upon receipt of any such notice from Agent, posting Grantor shall thereafter hold in trust for Agent, all amounts and maintaining of complete records applicable thereto, (b) the taking of such action Proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Agent all such amounts and Proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Agent shall hold and apply funds so received as provided by the terms of Section 5.10. If after the occurrence of a Trigger Event, any Account Debtor fails or refuses to make payment on any Collateral when due, Agent may reasonably request is authorized, in its sole discretion, either in its own name or in the absence name of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of BusinessGrantor, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to action as Agent shall deem appropriate for the settling collection of any Account Debtor’s claim as amounts owed with respect to Collateral or upon which a delinquency exists. Grantor agrees that Agent may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time time, if a Trigger Event has occurred, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Agent shall be commercially reasonable. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to confirm and verify Receivablescollect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatsoever to anyone except Grantor to account for funds that it shall actually receive hereunder.

Collection of Receivables. Until such time following an Event the occurrence of Default that Agent shall notify a Default, the Borrowers of the revocation of such privilege, each Borrower and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time after written notice to the Borrowers to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent Lender shall notify Borrowers MXL of the revocation of such privilegeprivilege in accordance with the next sentence, each Borrower and each of its respective Subsidiaries MXL shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries MXL may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries MXL by either giving notice of its assignment of, and Lien lien on the MXL Collateral to the Account Debtors or giving notice of such revocation to BorrowersMXL. Agent Lender shall not have any duty to, and Borrowers MXL hereby release Agent releases Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the MXL Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that the Agent shall notify the Borrowers of the revocation of such privilegeprivilege following the occurrence and during the continuance of an Event of Default, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. The Agent shall not have any duty to, and the Borrowers hereby release the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out for acts of the gross negligence or and willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivablesmisconduct.

Collection of Receivables. Until Such Loan Party shall use its commercially reasonable efforts to cause to be collected from each Account Debtor, as and when due, any and all amounts owing under or on account of each Receivable (including, without limitation, Receivables which are delinquent, such time following Receivables to be collected in accordance with lawful collection procedures) unless such Loan Party shall reasonably determine in respect of any such Receivable that such efforts would be of negligible economic value, and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable. Such Loan Party shall not rescind or cancel any indebtedness or obligation evidenced by any Receivable, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to, or sell or assign, any Receivable, or interest therein, without the prior written consent of the Collateral Agent, except that, subject to the rights of the Collateral Agent and the Finance Parties hereunder if a Default or an Event of Default that Agent shall notify Borrowers have occurred and be continuing, such Loan Party may allow as adjustments to amounts owing under its Receivables (i) an extension or renewal of the revocation time or times of payment, or settlement for less than the total unpaid balance, which such privilege, each Borrower Loan Party finds appropriate in accordance with sound business judgment and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (aii) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, a refund or adjustment to which the Account Debtor may be lawfully entitledcredit due as a result of returned or damaged merchandise, all in accordance with such Loan Party’s ordinary course of business consistent with its historical collection practices. The costs and may acceptexpenses (including, in connection therewithwithout limitation, the return attorneys’ fees) of goodscollection of Receivables, the sale whether incurred by such Loan Party or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent Agent, shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused be borne by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify ReceivablesLoan Parties.

Collection of Receivables. Until such time following an Event of Default that Agent shall notify Borrowers Except for those Receivables being directly deposited with First Union for the benefit of the revocation Lender pursuant to this Agreement, until the occurrence of such privilegeany Default hereunder, each the Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers and each of their Subsidiaries the Borrower may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of a Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries Borrower by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent Neither the Lender nor First Union shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender and First Union from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilege, each the Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more of their the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.. 6.1.16

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers each Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to each Borrower and each of the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers have notified the Borrower of the revocation of such privilegeprivilege following the occurrence of an Event of Default and subject to the terms and provisions of Section 2.1.8 hereof, each the Borrower and each of its respective Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables Receivables, as the Agent may reasonably request or in the absence of such request, as Borrowers Borrower and each of their the Subsidiaries may deem advisable; (cand(c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account DebtorDebtors rebates, any rebate, refund refunds or adjustment to which the Account Debtor may be lawfully entitledadjustments, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time anytime or from time to time after following the occurrence and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more each of their the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that the Agent shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective their Subsidiaries shall at its their own expense have the privilege for the account of, and on behalf ofin trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. The Agent shall not have any duty to, and the Borrowers hereby release the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. The Agent shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until Purchaser will, or will cause the Company to, use commercially reasonable efforts to collect the Receivables. In the event that, notwithstanding such time following an Event of Default that Agent shall notify Borrowers of the revocation of such privilegeefforts, each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all any of the Receivables including are not paid in full at the expiration of the 90 day period commencing with the Closing Date, Purchaser will deliver to Sellers a schedule setting forth the aggregate amount of uncollected Receivables, specifying the account debtor of each such Receivable and the outstanding amount due thereunder, together with invoices and supporting documents, and Sellers shall pay Purchaser an amount equal to: (a) the billing, posting and maintaining aggregate outstanding balance of complete records applicable thereto, such Receivables; minus (b) an amount equal to the taking balance of the Reserves as of the Closing Date. Upon receipt by Purchaser of such action with respect amount from Sellers, Purchaser shall cause all right, title and interest in and to the uncollected balances of such Receivables to be assigned, transferred and delivered to Sellers, without recourse to Purchaser or the Company. In the event that any such Receivables are assigned, transferred and delivered to Sellers, Purchaser agrees to provide Sellers with such reasonable assistance in the collection of such Receivables as the Agent Sellers may reasonably request request. In the event that the Company makes any sales to or performs any services for any account debtor of any of the Receivables after the Closing Date, any payments received by the Company from such account debtor shall be applied: (i) as designated by such account debtor; or (ii) in the absence of any such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Businessdesignation, to the oldest unpaid Receivable owed by such account debtor. Each of Purchaser and Sellers shall promptly pay to the other any Account Debtoramounts received by him or it (or any Affiliates) on account of a Receivable (or any portion thereof) that is, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewithat such time, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any property of the Receivables other or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out Affiliate of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivablesother.

Collection of Receivables. Until such time following an Event of Default that Agent Except as otherwise provided in this Section, Debtor shall notify Borrowers of the revocation of such privilegecontinue to collect, each Borrower and each of its respective Subsidiaries shall at its own expense expense, all amounts due or to become due to Debtor under the Receivables. In connection with such collections, Debtor may take (and, at Secured Party’s direction, shall take) such action as Debtor or Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided that Secured Party shall have the privilege for right at any time, whether or not a default shall have occurred and be continuing, upon written notice to Debtor of its intention to do so, to notify the account ofdebtors or obligors under any Receivables of the assignment of such Receivables to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Secured Party and, upon such notification and at the expense of Debtor, to enforce collection of any such Receivables, and on behalf ofto adjust, Agent settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor might have done. After receipt by Debtor of collecting their Receivables the notice from Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and receiving proceeds (in whatever form) received by Debtor in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the same form as so received (awith any necessary endorsement) to be held as Collateral, and either (A) released to Debtor so long as no Default shall have occurred and be continuing, or (B) if a Default shall have occurred and be continuing, applied against the billingObligations in such order as Secured Party shall elect in its sole discretion, posting and maintaining (ii) Debtor shall not adjust, settle or compromise the amount or payment of complete records applicable theretoany Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of Secured Party. Debtor hereby appoints any officer or agent of Secured Party as Debtor’s true and lawful attorney-in-fact with power to endorse the name of the Debtor upon any notices, checks, drafts, money orders or other instruments of payment or Collateral which may come into possession of Secured Party; to sign and endorse the name of Debtor upon any invoices, freight or express bills, bills of lading, stored or warehouse receipts, drafts against account debtors, assignments, verifications and notices in connection with accounts; and after the occurrence of an event of Default, to give written notice to such office and officials of the United States Postal Service to effect such change or changes of address so that all mail addressed to Debtor may be delivered directly to Secured Party (b) Secured Party will return all mail not related to the taking of such action Obligors or the Collateral); granting unto Debtor’s said attorney full power to do any and all things necessary to be done with respect to the Receivables above transaction as the Agent may reasonably request fully and effectively as Debtor might or in the absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the granting, in the Ordinary Course of Business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitledcould do so, and may accept, in connection therewith, hereby ratifying all its said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the return term of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any duty to, and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct of the Agent. Agent shall be entitled at any time and from time to time to confirm and verify Receivablestransactions hereunder.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify Borrowers the Borrower of the revocation of such privilegeprivilege following and during the continuance of an Event of Default, each the Borrower and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as Borrowers the Borrower and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to the Borrowers Borrower and any one or more of their the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe Borrower. Agent The Lender shall not have any duty to, and Borrowers the Borrower hereby release Agent releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except to the extent such clains arise out of caused by the Lender's gross negligence or willful wilful misconduct of the AgentLender. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.

Collection of Receivables. Until such time following an Event of Default that Agent the Lender shall notify the Borrowers of the revocation of such privilege, each Borrower the Borrowers and each of its respective the Subsidiaries shall at its own expense have the privilege for the account of, and on behalf ofin trust for, Agent the Lender of collecting their its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including (a) the billing, posting and maintaining of complete records applicable applica- ble thereto, (b) the taking of such action with respect to the Receivables as the Agent Lender may reasonably request or in the absence of such request, as each of the Borrowers and each of their the Subsidiaries may deem advisable; and (c) the granting, in the Ordinary Course ordinary course of Businessbusiness, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and (d) may take such other actions relating to the settling of any Account Debtor’s 's claim as may be commercially reasonable. Agent The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to any or all of the Borrowers and any one or more all of their the Subsidiaries by either giving notice of its assignment of, and Lien lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowersthe respective Borrower or Subsidiary. Agent The Lender shall not have any duty to, and the Borrowers hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral, except Collateral unless due to the extent such clains arise out of the gross negligence or of willful misconduct of the AgentLender. Agent The Lender shall be entitled at any time and from time to time to confirm and verify Receivables.