Common use of As to Receivables Clause in Contracts

As to Receivables. (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate records concerning the Receivables and such chattel paper and the proceeds thereof. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The Grantor will (A) Debtor shall keep its chief place of business and chief executive office and all the office where it keeps its records concerning the Receivables, and the originals of all chattel paper which constitute Accounts Receivablethat evidence Receivables, at the location(s) location therefor specified in paragraph 4(aSection 4(f) hereofor, and (B) maintain upon 30 days’ prior written notice to the Secured Party, at any other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Debtor will hold and preserve complete such records and accurate records concerning the Receivables and such chattel paper and will permit representatives of the proceeds thereofSecured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. (iib) As Except as otherwise provided in this subsection (b), the Debtor shall continue to collect, at its own expense, all amounts due or to become due the Debtor under the Receivables. In connection with such collections, the Debtor may take (and, at the Secured Party’s direction, shall take) such action as the Debtor or the Secured Party may deem necessary or advisable to enforce collection of the time any Receivable becomes subject to the security interest granted by this Security AgreementReceivables; provided, includinghowever, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank Secured Party shall have the right at any time after in the occurrence event that the Secured Party in good faith believes that the prospect of a Defaultpayment of the Obligations in the normal course, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to or the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds performance of collection of the Receivables received by the Grantor shall be forthwith accounted for due a Debtor, is impaired and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted upon written notice to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable respective Debtor of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing intention to do so, in its own name, to notify the account debtors or in the name obligors under any Receivables of the Grantor assignment of such Receivables to demand, collect, receive, receipt for, xxx for, compound the Secured Party and give acquittance for, any and to direct such account debtors or obligors to make payment of all amounts due or to become due on to the Debtor thereunder directly to the Secured Party and, upon such notification and at the expense of the Debtor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor the Debtor might have done. After receipt by a Debtor of the notice from the Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Debtor in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Debtor and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Debtor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and to endorse (ii) the name Debtor shall not adjust, settle or compromise the amount or payment of the Grantor on all commercial paper given in payment any Receivable, release wholly or part payment partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount thereon. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate records concerning the Receivables and such chattel paper and the proceeds thereof. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”EXHIBIT "A” " hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but but, prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank and the Grantor shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable account or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office Main Office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until After the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx forsue xxx, compound and give acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (viv) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its mark xxx books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate records concerning the Receivables Receivables, and such chattel paper and the proceeds thereofpaper. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable that is necessary to support the Borrowing Base (as defined in the Loan Agreement) meets the criteria of an Acceptable Account and such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”EXHIBIT "A” " hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time time, after the occurrence an Event of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except Upon the occurrence of an Event of Default, except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank under the terms hereof shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office Main Office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply. (iv) Until Upon the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a an Event of Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (viv) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be, including but not limited to the execution of financing statements necessary to perfect the Bank's security interest in the Collateral. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment as security or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The Grantor will Each Securing Party shall keep the Receivables (Aexcept the originals of all chattel paper which evidences such Receivables, which after the Senior Indebtedness that is secured by such Receivables is paid in full and the commitments to advance loans thereunder have been terminated, shall promptly deliver to the Secured Party) keep at its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivablethe office where it keeps its records concerning the Receivables, at the location(s) location therefor specified in paragraph 4(a) hereofSchedule II hereto or, and (B) maintain upon 30 days' prior written notice to the Secured Party, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to Receivables. Such Securing Party will hold and preserve complete such records and accurate records concerning will permit representatives of the Receivables Secured Party to inspect and make abstracts from such chattel paper and the proceeds thereofrecords. (iib) As of the time any Receivable becomes subject to the security interest granted by Except as otherwise provided in this Security Agreementsubsection (b), including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor Securing Party shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on to such Securing Party under the Receivables. In connection with such collections, such Securing Party may take (and, at the discretion of the Secured Party, shall take) such action as such Securing Party or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Secured Party shall have the right at any time, upon the occurrence and during the continuance of a Default upon written notice to such Securing Party of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Securing Party thereunder directly to the Secured Party and, upon such notification and at the expense of such Securing Party, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor such Securing Party might have done. After receipt by such Securing Party of the notice from the Secured Party referred to in the proviso to the preceding sentence and as long as there is a Default, (1) all amounts and proceeds (including instruments) received by such Securing Party in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of such Securing Party and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral, or be applied as provided by Section 13(b), as determined by the Secured Party, and to endorse (2) such Securing Party shall not adjust, settle or compromise the name amount or payment of the Grantor on all commercial paper given in payment any Receivable, or part payment release wholly or partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take discount thereon, other than any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount allowed for prompt payment. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate records concerning the Receivables and such chattel paper and the proceeds thereof.Debtors agree that with respect to any Receivables: (iia) As Unless the Debtors have theretofore given the Secured Party written notice to the contrary, as of the time any Receivable becomes subject to the security interest granted by this Security Agreementprovided for hereby, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor the Debtors shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivereddelivered by the Debtors to, or in the process of being delivereddelivered to, or out of and for services theretofore actually rendered, rendered by the Debtors to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputedfrom the account debtor, and except for such normal cash discount is not subject to any setoffs, credits, setoffs or deductions (other than normal trade discounts) or any counter-chargesclaim or other defense on the part of such account debtor; that no such Receivable is evidenced by any note unless such instrument or chattel paper has theretofore been endorsed and delivered to the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attachedSecured Party; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iiib) Bank Except as otherwise provided in this subsection (b), the Debtors shall have continue to collect, at their own expense, all amounts due or to become due the privilege at any time upon its request, of inspection during reasonable business hours of any of Debtors under the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial conditionReceivables. Bank The Secured Party shall have the right at any time after the occurrence following an Event of a Default, Default and during its continuance to notify any and all account debtors of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment thereof of all amounts due or to become due to the Debtors thereunder directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all Secured (c) The proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall the Secured Party or such designee bank may be handled and administered by Bank the Secured Party in and through a Remittance remittance or similar account, but account at the Grantor Secured Party and the Debtors acknowledges that the maintenance of such an account by Bank the Secured Party is solely for its the Secured Party's own convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall the Debtors do not have any right, title or interest in said Receivable such remittance or in the similar account or any amounts at any time to the credit thereofcredited thereto. Except to the extent Bank that the Secured Party may from time to time in its sole discretion release proceeds to the Grantor Debtors for use in its business, all proceeds received by Bank the Secured Party shall be applied on to the payment of the Obligations secured hereby, (whether or not such Obligations it shall have by their terms matured, then be due) such application to be made at such intervals and in such manner as Bank the Secured Party may determine, except that Bank but not less often than once each week. The Secured Party need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item the Secured Party has received final payment thereof at its main office in Memphis, Tennesseecash or solvent credit accepted by it as such. Items received after 2:00 o'clock p.m. on any business day The Debtors shall be deemed to have been received the following business day. In administering the collection accompany each transmission of proceeds to the Secured Party with a report in such form as herein provided forthe Secured Party shall require identifying the particular Receivables to which such proceeds apply. Upon the occurrence of an Event of Default, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor at the request of the Secured Party, the Debtors will enter into such lock box arrangements for so doingpayments of Receivables as the Secured Party shall request. (ivd) Until Upon the Bank exercises occurrence of an Event of Default and during its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff againstcontinuance, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank Secured Party shall have the right, but shall incur no liability for failing to do so, right in its own name, name or in the name of the Grantor Debtors to demand, collect, receive, receipt for, xxx forsue xxx, compound and give acquittance for, for any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, Receivables and to endorse the name of the Grantor Debtors on all commercial paper given in payment or part partial payment thereofthereof and, in addition, may upon the occurrence of an Event of Default and during its continuance, in its discretion to discretion, file any claim or take any other action or proceedings proceeding which Bank the Secured Party may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank the Secured Party in the Receivables and the proceeds thereof. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The the Grantor will (A) shall keep its chief place of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which constitute Accounts Receivableevidence Receivables, at the location(s) therefor specified in paragraph 4(aEXHIBIT A or, upon 30 days' prior written notice to the Secured Party, at such other location(s) hereof, and (B) maintain in a jurisdiction where all action required by SECTION 4 shall have been taken with respect to the Receivables. The Grantor will hold and preserve complete such records and accurate records concerning the Receivables and such chattel paper and will permit representatives of the proceeds thereofSecured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. (iib) As Except as otherwise provided in this SUBSECTION (b) or SECTION 8.1 of the time any Receivable becomes subject to the security interest granted by this Security Loan Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, during the continuation of an Event of Default, at the Secured Party's direction, shall take) such action as the Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; PROVIDED, HOWEVER, that the Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to notify the Account Debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Secured Party and, upon such notification and at the expense of the Grantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice from the Secured Party referred to in the PROVISO to the preceding sentence and during the continuation of an Event of Default, (i) all amounts and to endorse proceeds (including instruments) received by the name Grantor in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Grantor on all commercial paper given and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by SECTION 13(b), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or part payment release wholly or partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount thereon. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereofthereof, and (B) maintain and preserve complete and accurate records concerning the Receivables Receivables, and such chattel paper and the proceeds thereofpaper. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable that is necessary to support the Borrowing Base (as defined in the Loan Agreement) meets the criteria of an Acceptable Account and such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona all bond fide sale of goods sold and delivered, or in the process of being delivered, or out of and land for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”"EXHIBIT" "A” " hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The the Grantor will (A) shall keep its chief place of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which constitute Accounts Receivableevidence Receivables, at the location(s) therefor specified in paragraph 4(aExhibit A or, upon 60 days' prior written notice to the Secured Party, at such other location(s) hereof, and (B) maintain in a jurisdiction where all action required by Section 4 shall have been taken with respect to the Receivables. The Grantor will hold and preserve complete such records and accurate records concerning the Receivables and such chattel paper and will permit representatives of the proceeds thereofSecured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. (iib) As of Except as otherwise provided in this subsection (b), the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, at the Secured Party's direction, shall take) such action as the Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Secured Party and, upon such notification and at the expense of the Grantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice from the Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and to endorse proceeds (including instruments) received by the name Grantor in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Grantor on all commercial paper given and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or part payment release wholly or partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount thereon. (vic) The Secured Party agrees that the Grantor may arrange to sell its Receivables by executing and delivering amendments to the Securitization Documents to which the Borrower is a party or by entering into additional agreements that are identical to the Securitization Documents or otherwise in form and substance satisfactory to the Required Lenders and in connection with consummation of any such transaction, the Secured Party will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver such amendment to Bank an assignment the Intercreditor Agreement and to this Agreement or other form of identification in such additional Intercreditor Agreement as may be requested by the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence purchaser of the existence Grantor's Receivables and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records is acceptable to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds applyRequired Lenders.

As to Receivables. (i) The Grantor will (A) a. Borrower shall keep the Receivables at its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivablethe office where it keeps its records concerning the Receivables, at the location(s) location therefor specified in paragraph 4(a) hereofSchedule 1 hereto or, and (B) maintain upon 30 days' prior written notice to Secured Party, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to Receivables. Borrower will hold and preserve complete such records and accurate records concerning the Receivables will permit representatives of Secured Party to inspect and make abstracts from such chattel paper and the proceeds thereofrecords. b. Except as otherwise provided in this subsection (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreementb), including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor Borrower shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on to Borrower under the Receivables. In connection with such collections, Borrower may take (and, at the discretion of Secured Party, shall take) such action as Borrower or Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that Secured Party shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, upon written notice to Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to Borrower thereunder directly to Secured Party and, upon such notification and at the expense of Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor Borrower might have done. After receipt by Borrower of the notice from Secured Party referred to in the proviso to the preceding sentence and as long as there is an Event of Default, (i) all amounts and proceeds (including instruments) received by Borrower in respect of the Receivables shall be received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Borrower and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral, or be applied as provided by Section 13(b), as determined by Secured Party, and to endorse (ii) Borrower shall not adjust, settle or compromise the name amount or payment of the Grantor on all commercial paper given in payment any Receivable, or part payment release wholly or partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take discount thereon, other than any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount allowed for prompt payment. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The Grantor will (A) Subject to Section 10.3(b), the Debtor and each Subsidiary shall keep its chief place place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which constitute Accounts Receivableevidenced Receivables, located at its chief executive office of the Debtor or such Subsidiary, or, upon 30 days' prior written notice to the Secured Party, at such other locations in a jurisdiction where all actions required by Section 10.7 shall have been taken with respect to the location(s) specified in paragraph 4(a) hereof, and (B) maintain Receivables; not change its name except upon 30 days' prior written notice to the Secured Party; hold and preserve complete such records and accurate chattel paper; and permit representatives of the Secured Party at any time during normal business hours to inspect and make abstracts from such records concerning the Receivables and such chattel paper and the proceeds thereofpaper. (iib) As Until such time as the Secured Party shall notify the Debtor or any of its Subsidiaries that a Default of the time any Receivable becomes subject nature referred to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment in Section 6(ix) or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount (x) of the Receivable represented as owing is the correct amount actually Note, Stock Purchase and unconditionally owing except for normal cash discounts Warrant Agreement or an Event of Default has occurred and is not disputedcontinuing, the Debtor and except for such normal cash discount is not subject to any setoffseach Subsidiary shall, creditsin accordance with its customary business practices, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on to it under the Receivables; provided, however, that the Secured Party shall have the right, at any time after notice to the Debtor or the Subsidiary from the Secured Party that a Default of the nature referred to in Section 6(ix) or (x) of the Note, Stock Purchase and Warrant Agreement or an Event of Default has occurred and is continuing, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Debtor or such Subsidiary thereunder directly to the Secured Party and, upon such notification and at the expense of the Debtor or such Subsidiary, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor the Debtor or such Subsidiary might have done. After delivery to the Debtor or the Subsidiary of the notice from the Secured Party referred to above: (i) all amounts and proceeds (including instruments) received by the Debtor or the Subsidiary in respect of any Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Debtor or such Subsidiary, and shall be forthwith paid over to endorse the Secured Party in the same form as so received (with any necessary endorsements) to be held as cash collateral and applied as provided by Section 13; and (ii) except in the ordinary course of business, neither the Debtor, nor any Subsidiary shall, without the consent of the Secured Party, adjust, settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. After the occurrence and during the continuance of an Event of Default, (A) the Secured Party may in its own name or in the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together others communicate with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require account debtors in order to identify verify with them to the Secured Party `s satisfaction the existence, amount and terms of any Receivables and (B) the Secured Party shall have the right, at the Debtor's expense, to make test verifications of the Receivables in any manner and through any medium that it considers advisable, and the Debtor agrees to which furnish all such proceeds applyassistance.

As to Receivables. (i) The Grantor will (A) a. Borrower shall keep the Receivables at its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivablethe office where it keeps its records concerning the Receivables, at the location(s) location therefore specified in paragraph 4(a) hereofSchedule 1 hereto or, and (B) maintain upon 30 days' prior written notice to Secured Parties, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to Receivables. Borrower will hold and preserve complete such records and accurate records concerning the Receivables will permit representatives of Secured Parties to inspect and make abstracts from such chattel paper and the proceeds thereofrecords. b. Except as otherwise provided in this subsection (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreementb), including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor Borrower shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on to Borrower under the Receivables. In connection with such collections, Borrower may take (and, at the discretion of Secured Parties, shall take) such action as Borrower or Secured Parties may deem necessary or advisable to enforce collection of the Receivables; provided, however, that Secured Parties shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, upon written notice to Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Parties and to direct such account debtors or obligors to make payment of all amounts due or to become due to Borrower thereunder directly to Secured Parties and, upon such notification and at the expense of Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor Borrower might have done. After receipt by Borrower of the notice from Secured Parties referred to in the proviso to the preceding sentence and as long as there is an Event of Default, (i) all amounts and proceeds (including instruments) received by Borrower in respect of the Receivables shall be received in trust for the benefit of Secured Parties hereunder, shall be segregated from other funds of Borrower and shall be forthwith paid over to Secured Parties in the same form as so received (with any necessary endorsement) to be held as cash collateral, or be applied as provided by Section 13(b), as determined by Secured Parties, and to endorse (ii) Borrower shall not adjust, settle or compromise the name amount or payment of the Grantor on all commercial paper given in payment any Receivable, or part payment release wholly or partly any account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take discount thereon, other than any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount allowed for prompt payment. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (ia) The Grantor will (A) shall keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate office where the Grantor keeps its records concerning the Receivables Receivable at the location therefor specified in Section 4(a) or, upon 30 days' prior written notice to Secured Party, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Grantor will hold and preserve such recordson chattel paper and the proceeds thereofwill permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. (iib) As of Except as otherwise provided in this subsection (b), the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, at Secured Party's direction, if an Event of Default shall occur, shall take) such actionas the Grantor or Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that upon the occurrence of an event of default (hereunder or under the Note), Secured Party shall have the right to notify the account debtors or obligors under the Receivable of the assignment of such Receivable toSecured Party and to direct such account debtors or obligors to make payment of all amounts due or to become dueto the Grantor thereunder directly to Secured Party and, upon such notification and at the expense of the Grantor,to enforce collection of any such Receivable and to adjust, settle or compromise the amount or payment thereof, ,in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice from Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Receivable shall be received in trust for the benefit of Secured Party hereunder, and to endorse the name shall be segregated from other funds of the Grantor on all commercial paper given and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary endorsement) to be applied as provided by Section 13(b); and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any receivable, or part payment release wholly or partly an account debtor or obligor thereof, and in its discretion to file or allow any claim credit or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereofdiscount thereon. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply.

As to Receivables. (i) The Grantor will (A) keep Borrower shall keen its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the location(s) specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate office where it keeps its records concerning the Receivables at the location therefor specified in Schedule III. The Borrower will hold and preserve such chattel paper records and the proceeds thereof. (ii) As will permit representatives of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of all prior liens, except for the security interest in favor of Bank Collateral Agent and any security interest specifically mentioned Lender to inspect and make abstracts from such records during normal business hours. Except as otherwise provided in Exhibit ”A” hereto attached; and that no surety bond was required this paragraph or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) Bank shall have the privilege at any time upon its request, of inspection during reasonable business hours of under any of the business properties or premises of Loan Documents, the Grantor and the books and records of the Grantor relating to said Receivables and inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor Borrower shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintaincollect, at its own expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, receive, receipt for, xxx for, compound and give acquittance for, any and all amounts due or to become due on to the Borrower under the Receivables. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify the account debtors or obligers under any Receivables of the assignment of such Receivables to the Collateral Agent and the Lenders and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor the Borrower might have done. After receipt by the Borrower of notice from the Collateral Agent that the Collateral Agent is collecting the Receivables, (a) all amounts and proceeds (including instruments), if any, received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Collateral Agent and the Lenders, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as provided in the Intercreditor Agreement, and to endorse (b) the name Borrower shall not adjust, settle or compromise the amount or payment of the Grantor on all commercial paper given in payment any Receivable, or part payment release wholly or partly any account debtor or obligors thereof, and in its discretion to file or allow any claim credit or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and the proceeds thereof. (vi) Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to bediscount thereon. Without limiting the foregoing, Grantor The Borrower agrees to execute notify the Collateral Agent promptly of any matters materially adversely affecting the value, enforceability or collectability of any Account in excess of Five Thousand Dollars ($5,000) and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreementmaterial customer disputes, together with such other evidence of the existence offsets, defenses, counterclaims, returns, rejections and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds applyall material reclaimed or repossessed merchandise or goods.