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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Unless 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 directed by the Agent may reasonably request or in after 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 occurrence and during the continuance of an Event of Default hereunderunder the Investment Agreement, revoke Debtor shall collect all of Debtor's acceptances, Accounts, Chattel Paper, Electronic Chattel Paper, contract rights, Documents, drafts Financial Assets, General Intangibles, Investment Property, Security Entitlements, Securities, Letter of Credit Rights, Proceeds of letters of credit, Supporting Obligations, Payment Intangibles, income and all other tax refunds, Instruments, negotiable documents and notes (individually, "Receivable" and, collectively, "Receivables"), and, after an Event of Default, whenever Debtor shall receive payment of any Receivable, Debtor shall hold such payment in trust for Agent for the collection privilege given benefit of Lenders and shall forthwith deliver the same to Agent for the benefit of Lenders in this Agreement the form received by Debtor without commingling with any funds belonging to Debtor. After the occurrence of an Event of Default, Debtor authorizes Agent to endorse the name of Debtor upon any checks or other items received in payment of any Receivable and to do any and all things necessary in order to reduce the same to money. All amounts received by Agent for the benefit of Lenders representing payment of Receivables may be applied by Agent for the benefit of Lenders to the Borrowers payment of the Secured Obligations in such order or preference as Lenders may determine, or Agent may, at its option, impound all or any portion of such amounts and any one or more retain said amounts for the benefit of their Subsidiaries by either giving notice Lenders as security for the payment of its assignment ofthe Secured Obligations, and Lien with the right on the Collateral part of Debtor, upon approval by Lenders, to obtain the release of all or part of such impounded amounts. Agent may, however, at any time, apply all or any part of such impounded amounts as aforesaid. Debtor also authorizes Agent for the benefit of Lenders at any time, after the occurrence of an Event of Default, without notice, to appropriate and apply any balances, credits, deposits, accounts or money of Debtor in Lenders' possession, custody or control to the Account Debtors or giving notice payment 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 Secured Obligations. If any of Debtor's 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 contracts with or orders from the gross negligence United States or willful misconduct any State or any department, agency or instrumentality thereof, Debtor shall immediately notify Agent thereof in writing and shall execute any instrument and take any steps required by Agent in order that all money due and to become due under such contract or order shall be assigned to Agent for the benefit of Lenders and due notice thereof given to the Agentappropriate governmental agency. Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the judgment of Lenders be necessary or desirable to evidence, validate and perfect the security interest of Agent for the benefit of Lenders in the Receivables. After the occurrence of an Event of Default, Agent shall be entitled have the right to notify any persons or entities owning any Receivables and to demand and receive payment, but Agent shall have no duty so to do. Upon request of Agent at any time time, after the occurrence of an Event of Default, Debtor shall notify such account debtors and from time shall indicate on all invoices to time such account debtors that the accounts are payable to confirm and verify ReceivablesAgent for the benefit of Lender.

Collection of Receivables. Until such time following After an Event of Default that Agent shall notify Borrowers occurs and is continuing, Lender is authorized and empowered (which authorization and power, being coupled with an interest, is irrevocable until the last to occur of the revocation termination of such privilege, each Borrower this Agreement and each payment and performance in full 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 Obligations) in its sole and absolute discretion: (ai) To endorse in the billingBorrower's name and to collect any chattel paper, posting and maintaining checks, notes, drafts, instruments or other items of complete records applicable theretopayment tendered to or received by Lender in payment of any receivable included in the Collateral; (ii) To notify, (b) either in Lender's name or the taking of such action with respect Borrower's name, and/or to require the Receivables as the Agent may reasonably request Borrower to notify, any account debtor or any other Person obligated under 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 respect 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 receivable included in the Collateral, except to the extent such clains arise out of the gross negligence or willful misconduct fact of Lender's Lien thereon and of the Agentcollateral assignment thereof to Lender; (iii) To direct, either in Lender's name or the Borrower's name, and/or to require the Borrower to direct, any account debtor or other Person obligated under or in respect of any receivable to make payment directly to Lender of any amounts due or to become due thereunder or with respect thereto; and (iv) To demand, collect, surrender, release or exchange all or part of any receivable or any amounts due thereunder or with respect thereto, or compromise or extend or renew for any period (whether or not longer than the initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to any receivable included in the Collateral, or enforce, by suit or otherwise, payment or performance of any receivable either in Lender's own name or in the name of the Borrower. Agent Under no circumstances shall Lender be under any duty to act in regard to any of the foregoing matters. The costs relating to any of the foregoing matters, including reasonable attorneys' fees and out-of-pocket expenses, shall be entitled at any time and from time to time to confirm and verify Receivablesborne solely by Borrower whether the same are incurred by Lender or Borrower.

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 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 The Lender may at any time, upon the occurrence and during the continuation of an Event of Default Default, without notice to any Grantor, elect to enforce collection of any Receivable, require that Agent shall notify Borrowers the Proceeds of Receivables or other Collateral be paid directly to the revocation Lender or to any account specified by the Lender and/or require that Proceeds of Receivables or other Collateral received by such privilegeGrantor be deposited into any account specified by the Lender (any account referred to in this sentence being a “Pledged Account”). Upon the occurrence and during the continuation of an Event of Default, 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. Upon the occurrence and during the continuation of an Event of Default, 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 times 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 and request advising each such bank or other financial institution that Proceeds deposited to an account during the continuance continuation of an Event of Default Default, constitute Pledged Deposits hereunder, revoke the collection privilege given in this Agreement subject to the Borrowers and any one or more of their Subsidiaries by either giving notice of its assignment ofSecurity Interest granted hereby, and Lien on instructing each such bank or other financial institution that during the Collateral continuation of an Event of Default, each Pledged Account and all Pledged Deposits are to be maintained by such bank or other financial institution subject to the Account Debtors absolute dominion and control of the Lender and are to be delivered, disbursed or giving notice otherwise distributed solely in accordance with the instructions of such revocation to Borrowers. Agent shall not have any duty tothe Lender, and Borrowers hereby release Agent from such Grantor shall take all claims of loss or damage caused by such other actions as may otherwise be required under applicable law to perfect 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 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 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 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.

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 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 (a) Each Grantor shall direct all of its Account Debtors to make all payments on Receivables that are Collateral directly into a Collection Account. If a Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of a Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Loan Party shall receive any monies, checks, notes, drafts or other payments relating to, or as Collections of Receivables included in, the Collateral, such time following Loan Party and each such Person shall receive all such items in trust for the Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Collection Account in a manner satisfactory to Lender. Each Loan Party agrees that, if an Event of Default that Agent shall notify Borrowers of the revocation of occurs and is continuing, all payments made to such privilegeCollection Account or otherwise received by Lender, 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 whether in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables including or as Proceeds of other Collateral or otherwise (a) except for proceeds of Collateral which are required to be delivered to the billingholder of a Permitted Lien which is prior in right of payment), posting may be applied on account of the Obligations in accordance with the terms of this Agreement. Each Loan Party agrees to pay all customary fees, costs and expenses in connection with opening and maintaining each Collection Account. All of complete records such fees, costs and expenses if not paid by a Loan Party, may be paid by Lender or otherwise charged to Borrower and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable thereto, to Loans hereunder. (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 Lender may, at its option, at any time or and from time to time after the occurrence and during the continuance of an Event of Default hereunderDefault, revoke whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection privilege given of any of a Grantor’s Receivables that are Collateral or other amounts owed to a Grantor by suit or otherwise that are Collateral; (ii) exercise all of such Grantor’s rights and remedies with respect to proceedings brought to collect any Receivables that are Collateral or other amounts owed to such Grantor that are Collateral; (iii) surrender, release or exchange all or any part of any Receivables that are Collateral or other amounts owed to such Grantor that are Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Receivable of a Grantor that is Collateral or other amount owed to a Grantor that is Collateral upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign the applicable Grantor’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Grantor; and (vi) do all other acts and things which are necessary, in Lender's sole discretion, to fulfill Loan Parties' obligations under this Agreement and the other Loan Documents and 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 allow Lender to collect the Receivables that are Collateral or enforce other amounts owed to each Grantor that are Collateral. In addition to any other provision hereof, Lender may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers' expense, notify any parties obligated on any of the Receivables that are Collateral to make payment directly to Lender of any amounts due 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 Receivablesbecome due thereunder.

Collection of Receivables. Until Debtor shall, unless otherwise directed by Bank, collect all of Debtor's Receivables, and whenever Debtor shall receive payment of any Receivable, Debtor shall hold such time following payment in trust for Bank and shall forthwith deliver the same to Bank in the form received by Debtor without commingling with any funds belonging to Debtor. Debtor authorizes Bank to indorse the name of Debtor upon any checks or other items received in payment of any Receivable and to do an Event and all things necessary in order to reduce the same to money. All amounts received by Bank representing payment of Default that Agent shall notify Borrowers receivables may be applied by Bank to the payment of the revocation of Obligations in such privilegeorder or preference as Bank may determine, 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 Bank may, at its is option, impound all or any portion of such amounts and retain said amounts as security for the payment of the Obligations, with the right on the part of debtor, upon approval by Bank, to obtain the release of all or part of such impounded amounts. Bank may, however, at any time, without notice, apply all or any part of such impounded amounts as aforesaid. Debtor also authorizes Bank at any time without notice, to appropriate and apply any balances, credits, deposits, accounts or from time to time after and during the continuance money of an Event of Default hereunderDebtor in Bank's possession, revoke the collection privilege given in this Agreement custody or control to the Borrowers and any one or more payment 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 Obligations. If any of Debtor's 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 contracts with or orders from the gross negligence United States or willful misconduct of the Agent. Agent any State or any department, a agency or instrumentality thereof, Debtor shall immediately notify Bank thereof in writing and shall execute any instrument an take any steps required by Bank in order that all money due and to become due under such contract or order shall be entitled assigned to Bank and due notice thereof given to the appropriate governmental agency. Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the judgment of Bank be necessary or desirable to evidence, validate and perfect the security interest of Bank in the Receivables. Bank shall have the right to notify any persons or entities owing any Receivables and to demand and receive payment, but Bank shall have no duty so to do. Upon request of Bank at any time time, Debtor shall notify such account debtors and from time shall indicate on all invoices to time such account debtors that the accounts are payable to confirm and verify ReceivablesBank.

Collection of Receivables. Until (a) Unless otherwise agreed between Borrower or such time following an Event of Default that Agent shall notify Borrowers of Guarantor and the revocation of such privilegeLender and except as otherwise allowed by Section 7.1(d), each Borrower and each Guarantor will cause all moneys, checks, notes, drafts and other collections and proceeds of its respective Subsidiaries shall at its own expense have the privilege Receivables to be forwarded either to a Lockbox for the account ofdeposit to an Agency Account or to a Blocked Collection Account, and on behalf ofwill instruct each Account Debtor to address all remittances in payment of Receivables to a specified Lockbox and stamp all invoices evidencing Receivables with a legend stating that payment thereon is to be made to the Borrower or such Guarantor, 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 billingas applicable, posting and maintaining of complete records applicable thereto, at such specified Lockbox. (b) the taking of such action with respect to the Receivables as the Agent may reasonably request or in the absence of such requestAll moneys, as Borrowers checks, notes, drafts 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 payments relating to the settling or constituting proceeds of Receivables, or of any Account Debtor’s claim as may be commercially reasonable. Agent may, at its optionother Collateral, at any time coming into the Borrower's or any Guarantor's possession or control shall be subject to an express trust in favor of the Lender and promptly deposited to an Agency Account or the Teller Account or delivered directly to the Lender for deposit to the Teller Account. (c) All deposits to the Blocked Collection Account shall be transferred daily for deposit to the Teller Account. All deposits to each Agency Account shall be transmitted to the Lender for deposit to the Teller Account in accordance with the procedures set forth in the applicable Agency Account Agreement. (d) At Borrower's or any Guarantor's option, Borrower or such Guarantor may allow any Account Debtor to make payment on any Receivables by deposit directly to the Teller Account, for the account of Borrower, by wire or electronic transfer or other immediately available cash equivalent, with contemporaneous notice thereof to the Lender. (e) All deposits to the Teller Account shall be applied in payment of the Secured Obligations pursuant to Section 2.3(c), as follows: (i) All checks, drafts and similar non-cash items deposited to the Teller Account shall be deemed subject to a collection period of two (2) Business Days prior to application to the Secured Obligations, at which time credit shall be provisional unless and until such items are actually collected, provided, that for the sole purpose of calculating the amount that may be borrowed and remain outstanding from time to time after under the Revolving Credit Facility, such items shall be assumed to be applied in reduction of the Secured Obligations as of the Business Day of deposit thereof to the Teller Account. (ii) All deposits to the Teller Account consisting of cash, wire or electronic transfers or other immediately available cash equivalents transferred from an Agency account as contemplated by Section 7.1(c) shall be deemed received and applied to the Secured Obligations as of the Business Day of deposit thereof to the Teller Account. Any and all other deposits consisting of cash, wire or electronic transfers or other immediately available cash equivalents (including any such deposits received directly from an Account Debtor as provided in Section 7.1(d)), shall be deemed received and applied as of the later of the Business Day of deposit thereof to the Teller Account or notification of such deposit to the Lender by the Borrower, such Guarantor, or such Account Debtor. (f) Any excess of amounts available for application to the Secured Obligations under Section 7.1(b), Section 7.1(c) or Section 7.1(d) at any time existing shall be held by the Lender in a segregated cash collateral account designated by the Lender, as continuing security for the Secured Obligations or, upon request by the Borrower or any Guarantor during the continuance of an any time when no Default or Event of Default hereunderis in existence, revoke the collection privilege given in this Agreement deposited to the Borrowers Controlled Disbursement Account. (g) Neither Borrower nor any Guarantor will use, dispose, withhold or otherwise exercise dominion over any proceeds of Receivables. Borrower and each Guarantor agrees that it will not commingle proceeds of Receivables with any one or more of their Subsidiaries by either giving notice of its assignment ofother funds, and Lien on the Collateral that no deposits will be made to the Blocked Collection Account Debtors or giving notice any Agency Account other than collections and proceeds 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 proceeds of 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 All amounts from time to time deposited to confirm and verify Receivablesthe Blocked Collection Account or any Agency Account shall remain subject to Lender's security interests under this Agreement.

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 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 (a) Unless and until a Default or an Event of Default that shall have occurred and be continuing and the Borrower shall have received written notice from the Collateral Agent at any time on or after the Grant Date not to collect the Receivables, the Borrower shall notify Borrowers make collection of all Receivables of the revocation of such privilege, each Borrower and each 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 its respective Subsidiaries Default shall at its own expense have the privilege for the account ofoccurred and be continuing, and following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, in the event the Collateral Agent requests the Borrower to do so at any time on behalf of, Agent of collecting their Receivables and receiving in respect thereto all Items of Payment after the Grant Date: (i) All instruments and shall otherwise completely service all chattel paper at any time constituting part of the Receivables of the Borrower (including (aany postdated checks) shall, upon receipt by the billing, posting Borrower 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 Collateral Agent in the same form as received by the Borrower; and/or (ii) The Borrower shall, to the extent permitted by law, instruct all account debtors to remit all payments in respect of Receivables of the Borrower to a lockbox to be maintained at the main post office, Chicago, Illinois, or such other single location as the Collateral Agent 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 Collateral Agent. (c) Except as otherwise directed by the grantingCollateral Agent, the Borrower shall, on and after the Grant Date and following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, 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 Wxxxx Fargo Preferred Capital, Inc., as Collateral Agent and Secured Party, pursuant to a Subordinated 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 Collateral Agent or its designee may, on and after the Grant Date, notify the Borrower’s customers or account debtors at any time that Receivables of the Borrower have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein and either in its own name, that of the Borrower or both, following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, demand, collect (including without limitation through a lockbox analogous to that described in §4.3(b)(ii) hereof), receive, receipt for, sxx 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 Collateral Agent’s discretion file any Account Debtor, claim or take any rebate, refund other action or adjustment to proceeding which the Account Debtor Collateral Agent may be lawfully entitled, deem necessary or appropriate to protect and may accept, realize upon the security interest of the Collateral Agent 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 Collateral Agent has exercised any or all of any Account Debtor’s claim as may be commercially reasonable. its rights under §§4.3(b) or (c) hereof, the Collateral Agent 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 hereundershall have occurred and be continuing, revoke cause, on and after the collection privilege given Grant Date, all instruments, chattel paper, moneys or other proceeds received by the Collateral Agent to be deposited, handled and administered in and through a remittance account. If a Default or an Event of Default has occurred and is continuing to the knowledge of the Collateral Agent, all amounts received by the Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in any remittance account referred to above in this Agreement to paragraph shall, on and after the Borrowers and any one or more of their Subsidiaries Grant Date, be held by either giving notice of its assignment of, and Lien on the Collateral to Agent for application in the Account Debtors or giving notice manner provided for in §7 in respect of such revocation to Borrowers. Agent shall not have any duty to, proceeds and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any avails 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 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 (a) Unless and until a Default or an Event of Default that Agent shall notify Borrowers have occurred and be continuing and such Company shall have received written notice from the Collateral Agent, on and after the Grant Date, not to collect the Receivables, such Company shall make collection of all Receivables of such 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 Default shall have occurred and be continuing, and following payment in full of the revocation Revolving Obligations and subject to the terms of the Intercreditor Agreement, in the event the Collateral Agent requests such privilege, each Borrower Company to do so at any time on and each of its respective Subsidiaries shall after the Grant Date: (i) All instruments and 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 including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect Company (including any postdated checks) shall, upon receipt by such Company and to the extent permitted by law, be immediately endorsed to and deposited with the Collateral Agent in the same form as received by such Company; and/or (ii) Such Company shall, to the extent permitted by law, instruct all account debtors to remit all payments in respect of Receivables of such Company to a lockbox to be maintained at the main post office, Chicago, Illinois, or such other single location as the Collateral Agent 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 Collateral Agent. (c) Except as otherwise directed by the grantingCollateral Agent, each Company shall, on and after the Grant Date and following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, 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 WXXXX FARGO PREFERRED CAPITAL, INC., AS COLLATERAL AGENT AND SECURED PARTY, PURSUANT TO A SUBORDINATED 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 Collateral Agent or its designee may, on and after the Grant Date, notify such Company’s customers or account debtors at any time that Receivables of such Company have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein and either in its own name, that of such Company or both, following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, demand, collect (including without limitation through a lockbox analogous to that described in §4.3(b)(ii) hereof), receive, receipt for, sxx 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 Collateral Agent’s discretion file any Account Debtor, claim or take any rebate, refund other action or adjustment to proceeding which the Account Debtor Collateral Agent may be lawfully entitled, deem necessary or appropriate to protect and may accept, realize upon the security interest of the Collateral Agent 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 Collateral Agent has exercised any or all of any Account Debtor’s claim as may be commercially reasonable. its rights under §§4.3(b) or (c) hereof, the Collateral Agent 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 hereundershall have occurred and be continuing, revoke cause, on and after the collection privilege given Grant Date, all instruments, chattel paper, moneys or other proceeds received by the Collateral Agent to be deposited, handled and administered in and through a remittance account. If a Default or an Event of Default has occurred and is continuing to the knowledge of the Collateral Agent, all amounts received by the Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in any remittance account referred to above in this Agreement to paragraph shall, on and after the Borrowers and any one or more of their Subsidiaries Grant Date, be held by either giving notice of its assignment of, and Lien on the Collateral to Agent for application in the Account Debtors or giving notice manner provided for in §7 in respect of such revocation to Borrowers. Agent shall not have any duty to, proceeds and Borrowers hereby release Agent from all claims of loss or damage caused by the delay or failure to collect or enforce any avails 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 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 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 a Default that Agent shall notify Borrowers have occurred and be continuing and the Lender shall have notified the Obligors of the revocation of such privilege, each Borrower the Obligors 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 may reasonably request or in the absence of such requestReceivables, as Borrowers each of the Obligors and each of their the Subsidiaries may deem advisable; and (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 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 Obligors 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 Obligors. Agent The Lender shall not have any duty to, and Borrowers the Obligors hereby release Agent the Lender from all claims of loss or damage caused by the delay or failure to 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 Notwithstanding Section 3.3(b)(iv), the Collateral Trustee 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 optionright, at any time or from time to time after following the occurrence and during the continuance continuation of an Event of Default hereunderDefault, revoke the collection privilege given in this Agreement to the Borrowers and do any one or more of their Subsidiaries by either giving notice the following: (A) notify, or require any Grantor to notify, any Account Debtor of its assignment of, and Lien on the Collateral to Trustee’s security interest in the Receivables and any Supporting Obligation; (B) direct the Account Debtors or giving notice under any Receivables to make payment 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 amounts due or to preserve any rights against any other party with an interest in the Collateral, except become due to such Grantor thereunder directly to the extent such clains arise out of the gross negligence Collateral Trustee; (C) notify, or willful misconduct of the Agent. Agent shall be entitled at require any time Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to confirm or deposited in such lockbox or other arrangement directly to the Collateral Trustee; and verify (D) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be promptly (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in a collateral account maintained under the sole dominion and control of the Collateral Trustee, and 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 Support shall be received in trust for the benefit of the Collateral Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without Collateral Trustee’s prior written consent.

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 the Agent 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 (The Collateral Account) 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, 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 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; and (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. The Agent may, at its option, and shall, at the direction of the Requisite Lenders, at any time 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. 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. Agent shall be entitled at any time and from time to time to confirm and verify Receivables.