Common use of Purchase and Sale of Accounts Clause in Contracts

Purchase and Sale of Accounts. Each account purchased by WFBC hereunder shall be purchased with recourse by WFBC against Seller as to the financial ability of the applicable account debtor to pay such account, and all losses incurred by WFBC from the financial inability of such account debtor to pay such account shall be borne solely by Seller; and WFBC and Seller agree that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, or agreement of Seller contained herein. Notwithstanding any provision of this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”) and the term “account” and “accounts” as used herein may also refer to a “schedule” or “schedules,” as the case may be. In connection with each offer by Seller of accounts to WFBC, Seller agrees to deliver to WFBC a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBC. In order for an account to be eligible for purchase by WFBC, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000, Xxxxxx, Xxxxx 00000 (or, upon notice from WFBC, another post office box of WFBC (or a third party designated by WFBC)) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth as the sole bank account for such payments, a bank account of WFBC (or a third party designated by WFBC). WFBC’s acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBC. Seller’s assignment of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBC. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC (as a sale by Seller and a purchase by WFBC, and not as a security interest) all right, title and interest of Seller in and to all accounts accepted by WFBC of purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC hereunder, as well as WFBC’s interest in any returned goods referred to in Section 8 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC Xxxxxxx hereunder shall be purchased with recourse by WFBC Xxxxxxx against Seller as Grant and Grant shall likewise be obligated to the financial ability of the applicable account debtor to pay such account, and all losses incurred by WFBC from the financial inability of such account debtor to pay such account shall be borne solely by Seller; and WFBC and Seller agree that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing in this Agreement shall be construed to relieve Seller from liability Xxxxxxx for any breach by Seller Grant of any representation, warranty, warranty or agreement of Seller Grant contained herein. Notwithstanding any provision of in this Agreement agreement to the contrary, it is contemplated by and it is the intention of the parties hereto that certain accounts of Seller Grant may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCXxxxxxx, Seller Xxxxx agrees to deliver to WFBC Xxxxxxx a written assignment of such the subject billed and unbilled accounts, together with a copy and if so requested by Xxxxxxx, copies of all invoices or underlying contracts relating to such accounts, accounts and evidence of delivery of the related goods or performance of the related services (andservices, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBC. In order consideration for an advance calculated on the basis of Article 4 herein. It is agreed that any realized gains or losses resulting from currency fluctuations between the account to be eligible for purchase by WFBC, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000, Xxxxxx, Xxxxx 00000 (or, upon notice from WFBC, another post office box of WFBC (or a third party designated by WFBC)) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth as the sole bank account for such payments, a bank account of WFBC (or a third party designated by WFBC). WFBC’s acceptance for purchase of offered accounts and settlement date shall be evidenced by WFBC’s tendered of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCGrant's account. Seller’s assignment of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBC. Seller Grant hereby sells, transfers, assigns and otherwise conveys to WFBC Xxxxxxx with full recourse (as a sale by Seller Grant and a purchase by WFBC, Xxxxxxx and not as a security interestfor any indebtedness or other obligation of Grant to Xxxxxxx) all right, title and interest of Seller Grant in and to all billed and unbilled foreign accounts accepted by WFBC of Xxxxxxx for purchase hereunder, together with all related rights (but not obligations) of Seller Grant with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of SellerGrant, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”)accounts. The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller Grant agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) to the extent necessary and as WFBC Xxxxxxx may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC Xxxxxxx hereunder, as well as WFBC’s interest in any returned goods referred to in Section 8 hereof.

Purchase and Sale of Accounts. Each account purchased purchase by WFBC KBK hereunder shall be purchased with by KBK without recourse against Seller. All losses incurred by WFBC against Seller as to KBK from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees to deliver to WFBC KBK a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form reasonably satisfactory to WFBCKBK. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000P.O. Box 52849, XxxxxxPhxxxxx, Xxxxx 00000 Xxxxxxx 00000-0000 ("Xxxxxxxxxx Remittance Address") (or, upon notice from WFBCKBK, another post office box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC KBK (or a third party designated by WFBCKBK) designated by KBK from time to time (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC KBK may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC KBK hereunder, as well as WFBC’s KBK's interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC KBK hereunder shall be purchased with by KBK without recourse against Seller. All losses incurred by WFBC against Seller as to KBK from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees to deliver to WFBC KBK a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCKBK. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000P.O. Box _________ , Xxxxxx_________ , Xxxxx 00000 ________ _________ ("Authorized Remittance Address") (or, upon notice from WFBCKBK, another post office box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC KBK (or a third party designated by WFBCKBK) designated by KBK from time to time (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC KBK may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC KBK hereunder, as well as WFBC’s KBK's interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC KBK hereunder shall be purchased with by KBK without recourse against Seller. All losses incurred by WFBC against Seller as to KBK from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees shall (i) forward electronically to KBK copies of its accounts receivable aging, sales journal and collection journal, and (ii) deliver to WFBC KBK a complete certificate in the form of Exhibit 1 attached hereto. Seller shall maintain at its offices a written assignment of such accountsall accounts offered to KBK, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders orders, airway bills or contracts from the applicable customers), all in a form satisfactory to WFBCKBK, and to make available to KBK all such assignments, invoices and evidence in accordance with Section 12 hereof. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office box: Kitty Hawk Aircargo, Inc., X.X. Xxx 000000, Xxxxxx, Xxxxx 00000 00000, Account Number 0100130152; Kitty Hawk Cargo, Inc. and Kitty Hawk, Inc., X.X. Xxx 000000, Xxxxxx, Xxxxx 00000, Account Number 1559691322 ("Authorized Remittance Address") (or, upon notice from WFBCKBK, another post office box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC KBK (or a third party designated by WFBCKBK) designated by KBK from time to time (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC KBK may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC KBK hereunder, as well as WFBC’s KBK's interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC hereunder shall be purchased with recourse by WFBC against Seller as to the financial ability of the applicable account debtor to pay such account, and all losses incurred by WFBC from the financial inability of such account debtor to pay such account shall be borne solely by Seller; and WFBC and Seller agree that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having conclusively establishes the option to determine that financial inability of the applicable account debtor is financially unable to pay such account, account and require the Seller to will immediately pay the sums due and owing under such account to WFBC. Nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, or agreement of Seller contained herein. Notwithstanding any provision of this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “"schedule”") and the term “"account” " and “"accounts” " as used herein may also refer to a “"schedule” " or “"schedules,” " as the case may be. In connection with each offer by Seller of accounts to WFBC, Seller agrees to deliver to WFBC a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBC. In order for an account to be eligible for purchase by WFBC, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000P.O. BOX 202056, XxxxxxDALLAS, Xxxxx 00000 TEXAS 75320 (or, upon notice from WFBC, another post office box of WFBC xxxxxxx xxxx xxxxxx xxx xx XXXX (or xx a third party designated by WFBC)) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth as the sole bank account for such payments, a bank account of WFBC (or a third party designated by WFBC). WFBC’s 's acceptance for purchase of offered accounts shall be evidenced by WFBC’s 's tendered of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBC. Seller’s 's assignment of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBC. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC (as a sale by Seller and a purchase by WFBC, and not as a security interest) all right, title and interest of Seller in and to all accounts accepted by WFBC of purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC hereunder, as well as WFBC’s 's interest in any returned goods referred to in Section 8 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC MCF hereunder shall be purchased with by MCF without recourse against Seller. All losses incurred by WFBC against Seller as to MCF from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerMCF; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedulebatch”) and the term terms “account” and “accounts” as used herein may also refer to and mean a “schedulebatch” or “schedulesbatches,” as the case may be. In connection with each offer by Seller of accounts to WFBCMCF, Seller agrees to deliver to WFBC MCF a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCMCF. In order for an account to be eligible for purchase by WFBCMCF, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. XX Xxx 00000000000 Xxxx 0000, Xxxxxx, Xxxxx 00000 Xxx Xxxxxxx XX 00000-0000 (“Authorized Remittance Address”) (or, upon notice from WFBCMCF, another post office box of WFBC (or a third party designated by WFBC)MCF) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC MCF (or a third party designated by WFBCMCF) designated by MCF from time to time (except in each case as otherwise agreed in writing by MCF). WFBCMCF’s acceptance for purchase of offered accounts shall be evidenced by WFBCMCF’s tendered tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCMCF. Seller’s assignment transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCMCF. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC MCF (as a sale by Seller and a purchase by WFBCMCF, and not as a security interestfor any indebtedness or other obligation of Seller to MCF) all right, title and interest of Seller in and to all accounts accepted by WFBC of MCF for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC MCF of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC MCF may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC MCF hereunder, as well as WFBCMCF’s interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC MCF hereunder shall be purchased with by MCF without recourse against Seller. All losses incurred by WFBC against Seller as to MCF from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerMCF; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedulebatch”) and the term terms “account” and “accounts” as used herein may also refer to and mean a “schedulebatch” or “schedulesbatches,” as the case may be. In connection with each offer by Seller of accounts to WFBCMCF, Seller agrees to deliver to WFBC MCF a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCMCF. In order for an account to be eligible for purchase by WFBCMCF, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000, XxxxxxXxxxxxx, Xxxxx 00000 Xxxxxxx 00000-0000 (“Authorized Remittance Address”) (or, upon notice from WFBCMCF, another post office box of WFBC (or a third party designated by WFBC)MCF) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC MCF (or a third party designated by WFBCMCF) designated by MCF from time to time (except in each case as otherwise agreed in writing by MCF). WFBCMCF’s acceptance for purchase of offered accounts shall be evidenced by WFBCMCF’s tendered tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCMCF. Seller’s assignment transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCMCF. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC MCF (as a sale by Seller and a purchase by WFBCMCF, and not as a security interestfor any indebtedness or other obligation of Seller to MCF) all right, title and interest of Seller in and to all accounts accepted by WFBC of MCF for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC MCF of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC MCF may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC MCF hereunder, as well as WFBCMCF’s interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC KBK hereunder ---------------------------------- shall be purchased with by KBK without recourse against Seller. All losses incurred by WFBC against Seller as to KBK from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees to deliver to WFBC KBK a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCKBK. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office of lice box: X.X. Xxx 000000P.O. Box 3358, XxxxxxFort Xxxxx, Xxxxx 00000 XX 000 00 ("Xxxxxxized Remittance Address") (or, upon notice from WFBCKBK, another post office of lice box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC KBK (or a third party designated by WFBCKBK) designated by KBK from time to time (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be tee effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Acct Transfer Agreement/RAR ~6/16/l Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC KBK may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC KBK hereunder, as well as WFBC’s KBK's interest in any returned goods referred to in Section 8 7 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC KBK hereunder shall be purchased with by KBK without recourse by WFBC against Seller as to the financial ability of the applicable account debtor to pay such account, and all Seller. All losses incurred by WFBC KBK from the financial inability of such account debtor to pay such account over and above any and all Residual and Reserve amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “"account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be. In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees to deliver to WFBC KBK a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCKBK. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. P.O. Xxx 00000000000, XxxxxxXxx Xxxxxxx, Xxxxx 00000 XX 00000-0000 ("Xuthorized Remittance Address") (or, upon notice from WFBCKBK, another post office box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a the following bank account of WFBC KBK Acct. #1690007172, Bank One Texas, Texas, N.A., ABA Routing #111000000, Xxference: Voice Powered Technology ("Authorized Remittance Address") (or a third party designated by WFBCKBK) previously designated by KBK (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC hereunder, as well as WFBC’s interest in any returned goods referred to in Section 8 hereof.such

Purchase and Sale of Accounts. Each account purchased by WFBC hereunder shall be purchased with recourse by WFBC against Seller as (a) Subject to the financial ability terms and conditions of this Agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, all right, title and interest of the applicable account debtor Seller in, to pay and under (i) all Accounts set forth on Schedule A attached hereto (collectively, the "Scheduled Accounts"), (ii) all Related Property with respect to such accountScheduled Accounts, (iii) all monies due or to become due and all Collections and other amounts received from time to time with respect to such Scheduled Accounts and (iv) all proceeds (including, without limitation, "proceeds" as defined in the Uniform Commercial Code of the jurisdiction the law of which governs the perfection of the interest in the Accounts sold hereunder) of any of the foregoing (all of the foregoing property and interests in property described in clauses (ii), (iii) and (iv) with respect to any Scheduled Account being the "Related Assets" with respect to such Scheduled Account). On September 24, 2002, or such other date agreed by the parties (the "Closing Date"), the Seller shall sell to the Buyer, and all losses incurred by WFBC the Buyer shall purchase from the financial inability Seller, all of such account debtor the Seller's right, title and interest in, to pay such account shall be borne solely by Seller; and WFBC under all Scheduled Accounts and Seller agree that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor Related Assets with respect thereto. (b) It is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, or agreement of Seller contained herein. Notwithstanding any provision of this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts the arrangements with respect to the Scheduled Accounts and Related Assets shall constitute a purchase and sale of Seller may be considered such Scheduled Accounts and purchased as one account (herein Related Assets and not a “schedule”) and the term “account” and “accounts” as used herein may also refer to a “schedule” or “schedules,” as the case may beloan. In connection with each offer by Seller the event, however, that a court of accounts competent jurisdiction were to WFBChold that the transactions evidenced hereby constitute a loan and not a purchase and sale, Seller agrees to deliver to WFBC it is the intention of the parties hereto that this Agreement shall constitute a written assignment of such accounts, together with a copy of all invoices relating to such accountssecurity agreement under applicable law, and evidence of delivery that the Seller shall be deemed to have granted to Buyer a security interest in all of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBC. In order for an account to be eligible for purchase by WFBC, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000, Xxxxxx, Xxxxx 00000 (or, upon notice from WFBC, another post office box of WFBC (or a third party designated by WFBC)) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth as the sole bank account for such payments, a bank account of WFBC (or a third party designated by WFBC). WFBC’s acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBC. Seller’s assignment of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBC. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC (as a sale by Seller and a purchase by WFBC, and not as a security interest) all 's right, title and interest of in, to and under the Scheduled Accounts and Related Assets. (c) The Seller in agrees to use reasonable commercial efforts to record and to all accounts accepted by WFBC of purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character file from time to time supporting or securing payment of such accounts time, at the Buyer's expense and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignmentdirection, financing statements and other documents (including and amendments thereto, assignments thereof and continuation statements, when applicable) under with respect to the Scheduled Accounts and the Related Assets meeting the requirements of applicable UCC law in such manner and other documentsin such jurisdictions as are necessary to perfect, and make such entries maintain perfection of, the sale of the Scheduled Accounts and markings in its books and records, and the Related Assets to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC hereunder, as well as WFBC’s interest in any returned goods referred to in Section 8 hereofBuyer.

Purchase and Sale of Accounts. Each account purchased by WFBC hereunder shall be purchased with recourse by WFBC against Seller as to the financial ability of the applicable account debtor to pay such account, and all losses incurred by WFBC from the financial inability of such account debtor to pay such account shall be borne solely by Seller; and WFBC and Seller agree that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, or agreement of Seller contained herein. Notwithstanding any provision of this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”) and the term “account” and “accounts” as used herein may also refer to a “schedule” or “schedules,” as the case may be. In connection with each offer by Seller of accounts to WFBC, Seller agrees to deliver to WFBC a written assignment of such accounts, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBC. In order for an account to be eligible for purchase by WFBC, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. P.X. Xxx 000000, Xxxxxx, Xxxxx 00000 (or, upon notice from WFBC, another post office box of WFBC (or a third party designated by WFBC)) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth as the sole bank account for such payments, a bank account of WFBC (or a third party designated by WFBC). WFBC’s acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered of the Initial Payment to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBC. Seller’s assignment of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBC. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC (as a sale by Seller and a purchase by WFBC, and not as a security interest) all right, title and interest of Seller in and to all accounts accepted by WFBC of purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“UCC”). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC hereunder, as well as WFBC’s interest in any returned goods referred to in Section 8 hereof.

Purchase and Sale of Accounts. Each account purchased by WFBC KBK hereunder shall be purchased with by KBK without recourse against Seller. All losses incurred by WFBC against Seller as to KBK from the financial ability inability of the applicable account debtor to pay such account, account over and above any and all losses incurred by WFBC from the financial inability of such account debtor to pay such account Residual Payments (as hereinafter defined) and Reserve (as hereinafter defined) amounts offset shall be borne solely by SellerKBK; and WFBC and Seller agree provided, however, that any account which WFBC purchases that has not been paid within 90 days of invoice date will result in WFBC having the option to determine that the applicable account debtor is financially unable to pay such account, and require the Seller to immediately pay the sums due and owing under such account to WFBC. Nothing nothing in this Agreement shall be construed to relieve Seller from liability for any breach by Seller of any representation, warranty, warranty or agreement of Seller contained herein. Notwithstanding any provision of in this Agreement to the contrary, it is contemplated by and the intention of the parties hereto that certain accounts of Seller may be considered and purchased as one account (herein a “schedule”"batch") and the term “terms "account” " and “"accounts” " as used herein may also refer to and mean a “schedule” "batch" or “schedules"batches,” " as the case may be, except with respect to the calculation of the KBK Discounts (as defined hereinbelow). In connection with each offer by Seller of accounts to WFBCKBK, Seller agrees shall (i) forward electronically to KBK copies of its accounts receivable aging, sales journal and collection journal, and (ii) deliver to WFBC KBK a complete certificate in the form of Exhibit 1 attached hereto. Seller shall maintain at its offices a written assignment of such accountsall accounts offered to KBK, together with a copy of all invoices relating to such accounts, and evidence of delivery of the related goods or performance of the related services (and, if requested, the original purchase orders from the applicable customers), all in a form satisfactory to WFBCKBK, and to make available to KBK all such assignments, invoices and evidence in accordance with Section 12 hereof. In order for an account to be eligible for purchase by WFBCKBK, the related invoice must set forth, as the sole address for payment, the following post office box: X.X. Xxx 000000P.O. Box 550741, XxxxxxTampa, Xxxxx 00000 Florida 033655-0741 (or"Authorized Remxxxxxxx Xxxxxxx") (xx, upon notice from WFBCxxxx xxxxxx xxxx XXX, another post office box of WFBC (or a third party designated by WFBC)KBK) and, in the case of payments to be effected by wire transfer or other electronic means, the related invoice must set forth forth, as the sole bank account for such paymentspayment, a bank account of WFBC KBK (or a third party designated by WFBCKBK) designated by KBK from time to time (except in each case as otherwise agreed in writing by KBK). WFBC’s KBK's acceptance for purchase of offered accounts shall be evidenced by WFBC’s tendered KBK's tendering of the Initial Payment (as hereinafter defined) to Seller or otherwise delivering to Seller a schedule of accounts accepted for purchase by WFBCKBK. Seller’s assignment 's transference of offered accounts shall not be effective as to any accounts not accepted for purchase by WFBCKBK. Seller hereby sells, transfers, assigns and otherwise conveys to WFBC KBK (as a sale by Seller and a purchase by WFBCKBK, and not as a security interestfor any indebtedness or other obligation of Seller to KBK) all right, title and interest of Seller in and to all accounts accepted by WFBC of KBK for purchase hereunder, together with all related rights (but not obligations) of Seller with respect thereto, including all contract rights, guarantees, letters of credit, liens in favor of Seller, insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such accounts and all right, title and interest of Seller in any related goods, including Seller’s 's rights and remedies under Article 2, Part 7 of the applicable Uniform Commercial Code (“"UCC”"). The foregoing sale, transfer, assignment and conveyance does not constitute and is not intended to result in an assumption by WFBC KBK of any obligation of Seller or any other person in connection with the accounts or related rights or under any agreement or instrument relating thereto. Seller agrees to execute and deliver such bills of sale, assignments, letters of credit, notices of assignment, financing statements (including continuation statements) under the applicable UCC and other documents, and make such entries and markings in its books and records, and to take all such other actions (including the negotiation, assignment or transfer of negotiable documents, letters of credit or other instruments) as WFBC KBK may request to further evidence or protect the sales and assignments of accounts and related rights to WFBC KBK hereunder, as well as WFBC’s KBK's interest in any returned goods referred to in Section 8 7 hereof.