Common use of Collections; Management of Collateral Clause in Contracts

Collections; Management of Collateral. (a) The Borrower shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at the bank set forth on Schedule 8.01, the “Cash Management Bank”, and shall take such reasonable steps to enforce, collect and receive all amounts owing on the Insurance Premium Loans of the Borrower, and (ii) deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral and all Collections (of a nature susceptible to a deposit in a bank account) and other amounts received by the Borrower (including payments made by any Premium Finance Borrower directly to the Borrower) into the Collection Account. (b) On or prior to the Effective Date, the Borrower shall, with respect to each of the Operating Account, the Reserve Account and the Collection Account, deliver to the Collateral Agent a Cash Management Agreement. (c) All amounts received in the Collection Account shall at the Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account to be applied pursuant to Section 2.05(d) or Section 4.04(b), as applicable. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 to add or replace the Cash Management Bank, the Collection Account, the Reserve Account or the Operating Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Collection Account, Reserve Account and the Operating Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Collection Account, such Reserve Account and such Operating Account, the Borrower and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Cash Management Agreement with respect to each of the Collection Account, the Reserve Account and the Operating Account. The Borrower shall close its Collection Account, its Reserve Account and its Operating Account (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to the Collection Account, the Reserve Account or the Operating Account or the Collateral Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment. (e) The Collection Account and the Reserve Account shall each be a cash collateral account, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Borrower is hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Agents and the Lenders. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower from any of the Premium Finance Borrowers or any other Person, as proceeds from the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or as proceeds of any other Collateral shall be held by the Borrower in trust for the Agents and the Lenders and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into the Collection Account; provided, however, all Collections received directly by the Borrower shall be held by the Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into the Administrative Agent’s Account. The Borrower shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (f) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Insurance Premium Borrowers, the Collateral Value Insurer, the Contingent Collateral Value Insurer or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its designee shall have the sole right to collect the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan and/or take possession of the Collateral and the books and records relating thereto. The Borrower shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any such Insurance Premium Loan or payments under the Collateral Value Policy or the Contingent Collateral Value Policy, compromise or settle any such Insurance Premium Loan for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (g) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan, the Collateral Value Policy and the Contingent Collateral Value Policy, to sign the Borrower’s name on any invoice or xxxx of lading relating to any of such Insurance Premium Loans and the Collateral Value Policy and the Contingent Collateral Value Policy, drafts against Insurance Premium Borrowers with respect to such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, assignments and verifications of the such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy and notices to Insurance Premium Borrowers with respect to such Insurance Premium Loans, the Collateral Value Insurer with respect to the Collateral Value Policy and the Contingent Collateral Value Insurer with respect to the Contingent Collateral Value Policy, to send verification of such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as such Agent or its designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (h) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof. (i) If any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’s account and to charge the Borrower therefor. The Borrower shall notify the Agents if any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Insurance Premium Loan and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Insurance Premium Loan. (j) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collections; Management of Collateral. (a) The Borrower shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at the bank set forth on Schedule 8.01, the “Cash Management Bank”, and shall take such reasonable steps to enforce, collect and receive all amounts owing on the Insurance Premium Loans of the Borrower, and (ii) deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral and all Collections (of a nature susceptible to a deposit in a bank account) and other amounts received by the Borrower (including payments made by any Premium Finance Borrower directly to the Borrower) into the Collection Account. (b) On or prior to the Effective Date, the Borrower shall, with respect to each of the Operating Account, the Reserve Account and the Collection Account, deliver to the Collateral Agent a Cash Management AgreementAgreement with respect to the Collection Account. (c) All amounts received in the Collection Account shall at the Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account to be applied pursuant to Section 2.05(d) or Section 4.04(b4.03(b), as applicable. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 to add or replace the Cash Management Bank, Bank or the Collection Account, the Reserve Account or the Operating Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Collection Account, Reserve Account and the Operating Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Collection Account, such Reserve Account and such Operating Account, the Borrower and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Cash Management Agreement with respect to each of the Collection Account, the Reserve Account and the Operating AccountAgreement. The Borrower shall close its Collection Account, its Reserve Account and its Operating Account (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to the Collection Account, the Reserve Account or the Operating Account or the Collateral Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment. (e) The Collection Account and the Reserve Account shall each be a cash collateral account, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Borrower is hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Agents and the Lenders. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower from any of the Premium Finance Borrowers or any other Person, as proceeds from the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or as proceeds of any other Collateral shall be held by the Borrower in trust for the Agents and the Lenders and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into the Collection Account; provided, however, all Collections received directly by the Borrower shall be held by the Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into the Administrative Agent’s Account. The Borrower shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (f) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Insurance Premium Borrowers, the Collateral Value Insurer, the Contingent Collateral Value Insurer or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its designee shall have the sole right to collect the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan and/or take possession of the Collateral and the books and records relating thereto. The Borrower shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any such Insurance Premium Loan or payments under the Collateral Value Policy or the Contingent Collateral Value Policy, compromise or settle any such Insurance Premium Loan for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (g) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan, and the Collateral Value Policy and the Contingent Collateral Value Policy, to sign the Borrower’s name on any invoice or xxxx of lading relating to any of such the Insurance Premium Loans and Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, drafts against Insurance Premium Borrowers with respect to such Insurance Premium Loans, Loans and the Collateral Value Policy and the Contingent Collateral Value Policy, assignments and verifications of the such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy and notices to Insurance Premium Borrowers with respect to such Insurance Premium Loans, Loans and the Collateral Value Insurer or Contingent Collateral Value Insurer with respect to the Collateral Value Policy and the Contingent Collateral Value Insurer with respect to or the Contingent Collateral Value Policy, as applicable, to send verification of such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as such Agent or its designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (h) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof. (i) If any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’s account and to charge the Borrower therefor. The Borrower shall notify the Agents if any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Insurance Premium Loan and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Insurance Premium Loan. (j) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collections; Management of Collateral. (a) The Borrower Imperial PFC shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Lexington at the bank set forth on Schedule 8.01, 8.01 (the “Cash Management Bank”), and shall take such reasonable steps to enforce, collect and receive all amounts owing on the Insurance Premium Loans of the BorrowerImperial PFC, and (ii) deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral and all Collections (of a nature susceptible to a deposit in a bank account) and other amounts received by the Borrower Imperial PFC (including payments made by any Premium Finance Borrower directly to the BorrowerImperial PFC) into the Collection Account. (b) On or prior to the Effective Date, the Borrower Imperial PFC shall, with respect to each of the Operating Account, the Reserve Account and the Collection Account, deliver to Lexington the Collateral Agent a Cash Management AgreementAgreement with respect to the Collection Account. (c) All amounts received in the Collection Account shall at the Administrative AgentLexington’s direction be wired each Business Day into the Administrative AgentLexington’s Account to be applied pursuant to Section 2.05(d) or Section 4.04(b), as applicable3.02. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Imperial PFCs may amend Schedule 8.01 to add or replace the Cash Management Bank, Bank or the Collection Account, the Reserve Account or the Operating Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent Lexington and the Collateral Agent Lexington shall have consented in writing in advance to the opening of such Collection Account, Reserve Account and the Operating Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Collection Account, such Reserve Account and such Operating Account, the Borrower Imperial PFC and such prospective Cash Management Bank shall have executed and delivered to Lexington the Collateral Agent a Cash Management Agreement with respect to each of the Collection Account, the Reserve Account and the Operating AccountAgreement. The Borrower Imperial PFC shall close its Collection Account, its Reserve Account and its Operating Account (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 thirty (30) days of notice from the Collateral Agent Lexington that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral AgentLexington’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to the Collection Account, the Reserve Account or the Operating Account or the Collateral AgentLexington’s liability under any the Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Collateral AgentLexington’s reasonable judgment. (e) The Collection Account and the Reserve Account shall each be a cash collateral account, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Borrower Imperial PFC is hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Agents and the LendersLexington. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower Imperial PFC from any of the Premium Finance Borrowers or any other Person, as proceeds from the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or as proceeds of any other Collateral or Life Insurance Policies shall be held by the Borrower Imperial PFC in trust for the Agents and the Lenders Lexington and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by the Borrower Imperial PFC in original form and no later than the next Business Day after receipt thereof into the Collection Account; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provided, however, all Collections received directly by the Borrower Imperial PFC shall be held by the Borrower Imperial PFC in trust for the Agents and the Lenders Lexington and upon receipt be deposited by the Borrower Imperial PFC in original form and no later than the next Business Day after receipt thereof into the Administrative AgentLexington’s Account. The Borrower Imperial PFC shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by the Administrative Agent Lexington shall constitute final payment to the Administrative Agent Lexington unless and until such instruments have actually been collected. (f) After the occurrence and during the continuance of an Event of Default, the Collateral Agent Lexington may send a notice of assignment and/or notice of the Lenders’ Lexington’s security interest to any and all Insurance Premium Borrowers, the Collateral Value Insurer, the Contingent Collateral Value Insurer Finance Borrowers or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent Lexington or its designee shall have the sole right to collect the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan and/or take possession of the Collateral and the books and records relating thereto. The Borrower Imperial PFC shall not, without prior written consent of the Collateral AgentLexington, grant any extension of time of payment of any such Insurance Premium Loan or payments under the Collateral Value Policy or the Contingent Collateral Value PolicyLoan, compromise or settle any such Insurance Premium Loan for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (g) The Borrower Imperial PFC hereby appoints each Agent Lexington or its designee on behalf of such Agent Lexington as the BorrowerImperial PFC’s attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse the BorrowerImperial PFC’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan, the Collateral Value Policy and the Contingent Collateral Value PolicyLoans, to sign the BorrowerImperial PFC’s name on any invoice or xxxx of lading relating to any of such the Insurance Premium Loans and the Collateral Value Policy and the Contingent Collateral Value PolicyLoans, drafts against Insurance Premium Finance Borrowers with respect to such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, assignments and verifications of the such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy Loans and notices to Insurance Premium Finance Borrowers with respect to such Insurance Premium Loans, the Collateral Value Insurer with respect to the Collateral Value Policy and the Contingent Collateral Value Insurer with respect to the Contingent Collateral Value Policy, to send verification of such Insurance Premium Loans, the Collateral Value Policy and the Contingent Collateral Value Policy, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower Imperial PFC to such address as such Agent Lexington or its designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Settlement Documents are paid in full and all of the Loan Settlement Documents are terminated. (h) Nothing herein contained shall be construed to constitute any Agent Lexington as agent of the Borrower Imperial PFC for any purpose whatsoever, and the Agents Lexington shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents Lexington shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Insurance Premium Loans acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentsLexington, by anything [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to any Agent Lexington and shall not be responsible in any way for the performance by the Borrower Imperial PFC of any of the terms and conditions thereof. (i) If any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes a charge for any tax payable to any Governmental Authority, each Agent Lexington is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the BorrowerImperial PFC’s account and to charge the Borrower Imperial PFC therefor. The Borrower Imperial PFC shall notify the Agents Lexington if any Insurance Premium Loan acquired by the Borrower (actually or beneficially through a participation) with proceeds from the Loan includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents Lexington shall have the right to retain the full proceeds of such Insurance Premium Loan and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Insurance Premium Loan. (j) Notwithstanding any other terms set forth in the Loan Settlement Documents, the rights and remedies of the Agents and the Lenders Lexington herein provided, and the obligations of the Borrower Imperial PFC set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Settlement Document or as provided by law.