Common use of Authorization to Purchaser Clause in Contracts

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 10.1 Seller will attempt to work with the Purchaser to develop a reasonable plan to implementirrevocably authorizes Purchaser, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the ofthe following powers until all of the Obligations have been fully satisfied and discharged: (a) receivepaid in full: 10.1.1. Receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all proceeds of any Collateral; (b) take Collateral securing the Obligations or the proceeds thereof; 10.1.2. Take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s 's Accounts; (e) pay ; 10.1.3. Pay any sums necessary to discharge any lien, claim, lien or encumbrance which is or may become senior to Purchaser's ownership rights in the Purchased Accounts or security interest in any other assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under hereunder; 10.1.4. Notify any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; . Purchaser shall provide its lockbox (hor other address) communicate payment instructions to Seller and Account Debtors; 10.1.5. Communicate directly with Seller's Account Debtors and/or Payors to to, among other things, verify the amount and validity of any Account created by Seller; . 10.1.6. After an Event of Default, and at Seller's expense: (ia) endorse and deposit on behalf Change the address for delivery of Seller any checks tendered by an Account Debtor "in full payment" of its obligation mail to Seller and to receive and open mail addressed to Seller and to the extent mail appears to be unrelated to Purchaser's interests, make such mail available to Seller three (and Seller shall not assert against 3) days after Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction first receives physical possession of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and mail; (jb) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend Extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), Payor without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.;

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implementauthorizes Purchaser, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of all Purchased Accounts and any other Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or the Purchased Accounts and any other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or groupfund; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of SellerCollateral, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and Obligations, shall be immediately due and payable on by Seller and may accrue interest at the Balance Subject to Funds Usage Daily Default Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (ge) notify any Account Debtor and/or Payor obligated with respect to any Purchased Account, that the underlying such Purchased Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (hf) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by owing to Seller; and (ig) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller, irrespective of whether such payment is in fact payment in full. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects affects an accord and satisfaction of Seller's claims, ’s claims under §Section 3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect theretoUCC.

Authorization to Purchaser. 8.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to a Purchased Account or the proceeds thereof, however, after an Event of any CollateralDefault, Purchaser shall have the foregoing rights as it relates to all of the Collateral or the proceeds thereof; (b) after an Event of Default, take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect after an Event of Default, change the address for delivery of mail to any of the foregoing issued for the benefit of Seller individually or as a member of a class or groupand to receive and open mail addressed to Seller; (d) with respect to any credit insurance policy in which Seller is after an insured, in the name Event of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound therebyDefault, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed ; (e) after an Event of Default, pay any sums necessary to discharge any lien or encumbrance which is senior to Purchaser's security interest in the Collateral, which sums shall be included as Obligations hereunder, and in connection with which sums shall include the applicable 25 1/2% or 31% Interest Rate which shall accrue and shall be due and payable; (f) after an Event of Default, file in the name of Seller or Purchaser or both, (1) mechanics lien or related notices or (2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor obligated with respect to any Purchased Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be commercially reasonablemade to the order of and directly and solely to Purchaser, with however, after an Event of Default, Purchaser shall have the burden of proof on Seller foregoing rights with respect to all Accounts; and (h) communicate directly with Seller's Account Debtors to verify the amount and validity of any Purchased Account or any Account after an Event of Default. 8.2 The Seller irrevocably authorizes the Purchaser at any time and from time to time to file any initial financing statements and amendments thereto, that: 8.2.1 indicate Purchaser has a security interest in all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; 8.2.2 contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and 8.2.3 contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser's rights; advise third parties that any notification of Seller's Account Debtors will interfere with Purchaser's collection rights. 8.3 Seller hereby releases and exculpates Purchaser, its officers, directors, shareholders, employees, designees, agents and representatives from any liability arising from any acts taken in good faith in accordance with any rights or authority granted under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.4 Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under Section 3-311 of the Uniform Commercial Code, or otherwise.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral, the Purchased Accounts or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insuredObligations, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate interest shall accrue and shall be immediately due and payable on at the Balance Subject to Funds Usage Daily Rate; lesser of 18% per annum or the highest lawful rate, (f) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (h) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse . Page 4 of 15 8.2. Seller authorizes Purchaser at any time and deposit on behalf of Seller from time to time to file any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (initial financing statements and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect theretoamendments thereto that: 8.

Authorization to Purchaser. 8.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's ’s sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time in Purchaser’s or such designee’s discretion, all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file any claim under (i) any bond or (ii) under any trust fund with respect after an Event of Default, change the address for delivery of mail to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; and to receive and open mail addressed to Seller, (d) with respect to any credit insurance policy in which Seller is after an insured, in the name Event of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound therebyDefault, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts and other Collateral which includes a monetary obligation and discharge or release any Account Debtor Customer or any other account debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor)Seller, without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with and (e) execute in the burden name of proof on Seller and file against Seller in favor of Purchaser UCC financing statements or amendments with respect theretoto the Collateral. 8.2 Seller shall indemnify, defend and hold harmless, the Purchaser and its officers, employees and designees (“Protected Persons”), from all claims, any liability, losses, costs and expenses arising from any acts under this Agreement or in furtherance thereof, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct or gross negligence. In no event will either party have any liability under this Agreement to the other party for any damages (e.g., lost profits, special consequential or punitive damages) other than actual damages.

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implementauthorizes Purchaser, at Seller's sole ’s expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have Purchaser has been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or groupfund; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's ’s security interest in any assets of Seller, which sums shall be included as Obligations obligations of Seller and in connection with such sums the Default Rate which shall accrue the Late Charge and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Ratesf-3754873 IMMEDIATELY DUE AND PAYABLE; (fE) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated NOTIFY ANY PAYOR OBLIGATEd with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (hf) communicate directly with Seller's Account Debtors and/or ’s Payors to verify the amount and validity of any Account created by Seller; and (ig) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insuredObligations, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (f) file in the name of Seller or Purchaser or both both, (i1) mechanics lien construction liens or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) . 8.2. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct or gross negligence or breach of this Agreement. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.3. Seller authorizes Purchaser to accept, endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implementpermit Purchaser to exercise, at Seller's ’s sole expense, the powers identified in this Section 1211. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of (i) prior to an Event of Default, any Purchased Account or Account on which a Purchased Account Debtor is obligated, and (ii) upon the occurrence and during the continuance of an Event of Default, any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon (i) prior to an Event of Default, all Purchased Accounts or accounts on which a Purchased Account Debtor is obligated, and (ii) upon the occurrence and during the continuance of an Event of Default, all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s (A) prior to an Event of Default, any Purchased Account or Account on which a Purchased Account Debtor is obligated, and (B) upon the occurrence and during the continuance of an Event of Default, any Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance (other than the Decathlon Lien or any other lien described on Schedule A) which is senior to Purchaser's ’s security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Purchased Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to PurchaserPurchaser (on and after the occurrence and during the continuance of an Event of Default, Purchaser may so notify any Account Debtor obligated with respect to any Account); (hg) communicate directly with Seller's Purchased Account Debtors and/or Payors to verify the amount and validity of any Account created owing by Sellersuch Purchased Account Debtors (on and after the occurrence and during the continuance of an Event of Default, Purchaser may so communicate with any Account Debtor obligated with respect to any Account); (ih) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's ’s claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (ji) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Purchased Accounts (and after the occurrence and during the continuance of an Event of Default, all Accounts) and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. Seller will attempt to work with the 1Seller irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion ’s expense to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) in the ordinary course administration of this Agreement in accordance with the terms hereof and, upon the occurrence and during the continuance of an Event of Default, in connection with the exercise of remedies, receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Purchaser, Seller, or both, any and all proceeds of any CollateralCollateral securing the Obligations or the proceeds thereof; (b) following the occurrence and during the continuation of an Event of Default, take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all CollateralPurchaser’s Accounts; (c) file any claim under (i) any bond following the occurrence and during the continuation of an Event of Default or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name event the same is not paid within five (5) Business Days of written demand from Purchaser to Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policytherefor, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums reasonably necessary to discharge any lien, claim, lien or encumbrance which is may become senior to Purchaser's security interest ’s Security Interest in any assets of SellerCollateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums interest at the Default Late Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Ratepayable; (fd) file in the name of Seller or Purchaser or both (i) mechanics lien or related noticesat any time, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or ’s Payors to to, among other things, verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (je) in Purchaser’s name or on behalf of Sellerfile any initial Financing Statements and, with Seller to be bound therebythereafter, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.amendments thereto that:

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implementauthorizes Purchaser, at Seller's sole ’s expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of all Purchased Accounts and any other Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or the Purchased Accounts and any other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or groupfund; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's ’s security interest in any assets of SellerCollateral, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and Obligations, shall be immediately due and payable on by Seller and may accrue interest at the Balance Subject to Funds Usage Daily Default Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (ge) notify any Account Debtor and/or Payor obligated with respect to any Purchased Account, that the underlying such Purchased Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (hf) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by owing to Seller; and (ig) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller (and Seller, irrespective of whether such payment is in fact payment in full. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects affects an accord and satisfaction of Seller's claims, ’s claims under §Section 3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect theretoUCC.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to reasonably exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to Purchased Accounts Collateral; , (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Purchased Accounts Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller which is related to the Purchased Accounts, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Purchased Accounts Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: and file against Seller in favor of Purchaser financing statements or amendments with respect to Purchased Accounts Collateral, (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (ef) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Purchased Accounts Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (fg) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (gh) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with . 8.2. Seller hereby releases Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct or gross negligence. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's Account Debtors and/or Payors customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.3. Seller authorizes Purchaser to verify the amount and validity of any Account created by Seller; (i) endorse reasonably accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor account debtor "in full payment" of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3(S)3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's ’s sole expense, the powers identified in this Section 1211. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise (x) at any time time, any of the following powers until all of the Obligations have been fully satisfied and dischargedpowers: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any CollateralPurchased Account; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateralfor such Purchased Accounts; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Purchased Accounts; (ed) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's ’s security interest in the Collateral and (e) communicate directly with Seller’s Account Debtors on Purchased Accounts and/or Payors to verify the amount and validity of any assets of Purchased Account created by Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (fi) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor “in full payment” of its obligation to Seller on Purchased Accounts; or (y) during the continuation of an Event of Default, any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. a class or group; (b) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); realty and (jc) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Purchased Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account DebtorDebtor on Purchased Accounts), without affecting any of the Obligations, in each case, with the objective of maximizing recoveries. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 7.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's ’s sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser’s or such designee’s discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, Lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, and (fg) file in the name of Seller or Purchaser or both (i1) mechanics lien or related notices, or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (gh) at any time, irrespective of whether an Event of Default has occurred, without notice to or the assent of Seller, notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (hi) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; . Notwithstanding anything to the contrary herein, Purchaser shall not initiate any litigation related to collection of any unpaid Account Receivable until Purchaser shall have contacted Seller identifying the unpaid Account Receivable until Purchaser shall have contacted Seller identifying the unpaid Account Receivable at issue, and providing Seller fifteen (i15) endorse days from the date of such notice to repurchase such Account Receivable, and if such Account Receivable is repurchased, then Purchaser shall not initiate such suit. 7.2. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser’s endorsement and deposit of checks issued by Seller’s customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 7.3. Seller authorizes Purchaser to accept, endorse, and deposit on behalf of Seller any checks tendered by an Account Debtor "account debtor “in full payment" ” of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's ’s claims, under §3-311 of the Uniform Commercial CodeUCC, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to a Purchased Account or the proceeds thereof, however, after an Event of any CollateralDefault, Purchaser shall have the foregoing rights as it relates to all of the Collateral or the proceeds thereof; (b) after an Event of Default, take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect after an Event of Default, change the address for delivery of mail to any of the foregoing issued for the benefit of Seller individually or as a member of a class or groupand to receive and open mail addressed to Seller; (d) with respect to any credit insurance policy in which Seller is after an insured, in the name Event of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound therebyDefault, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed ; (e) after an Event of Default, pay any sums necessary to discharge any lien or encumbrance which is senior to Purchaser's security interest in the Collateral, which sums shall be included as Obligations hereunder, and in connection with which sums shall include the applicable 23 1/2% or 28% Interest Rate which shall accrue and shall be due and payable; (f) after an Event of Default, file in the name of Seller or Purchaser or both, (1) mechanics lien or related notices or (2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor obligated with respect to any Purchased Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be commercially reasonablemade to the order of and directly and solely to Purchaser, with however, after an Event of Default, Purchaser shall have the burden of proof on Seller foregoing rights with respect to all Accounts; and (h) communicate directly with Seller's Account Debtors to verify the amount and validity of any Purchased Account or any Account after an Event of Default. 8.2 The Seller irrevocably authorizes the Purchaser at any time and from time to time to file any initial financing statements and amendments thereto, that: 8.2.1 indicate Purchaser has a security interest in all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; 8.2.2 contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and 8.2.3 contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser's rights; advise third parties that any notification of Seller's Account Debtors will interfere with Purchaser's collection rights. 8.3 Seller hereby releases and exculpates Purchaser, its officers, directors, shareholders, employees, designees, agents and representatives from any liability arising from any acts taken in good faith in accordance with any rights or authority granted under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.4 Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under Section 3-311 of the Uniform Commercial Code, or otherwise.

Authorization to Purchaser. 7.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's ’s sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser’s or such designee’s discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Collateral; , (c) file after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Collateral which includes a monetary obligation and discharge or release any Account Debtor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (d) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of Obligations, and in connection with such which sums the Default Rate Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (f) file in at any time, irrespective of whether an Event of Default has occurred, without notice to or the name assent of Seller or Purchaser or both (i) mechanics lien or related noticesSeller, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Purchased Account, that the underlying Purchased Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (hg) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Purchased Account created by Seller; (i) endorse . 7.2. Seller hereby release and deposit on behalf exculpates Purchaser’s officers, employees and designees from any liability arising from any acts under this Agreement or in furtherance thereof whether of Seller omission or commission, and whether based upon any checks tendered by an Account Debtor "in full payment" error of judgment or mistake of law or fact, except for willful misconduct or gross negligence. Notwithstanding the foregoing, Purchaser shall remain liable for any acts of its obligation officers, employees and designees. In no event will Purchaser have liability to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor lost profits or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect theretospecial or consequential damages.

Authorization to Purchaser. 7.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time in Purchaser's or such designee's discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, verify, endorse, assign, deliver, accept and deposit, in the name of the Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file any claim under (i) any bond or (ii) under any trust fund with respect after an Event of Default, change the address for delivery of mail to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; and to receive and open mail addressed to Seller, (d) with respect to any credit insurance policy in which Seller is after an insured, in the name Event of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound therebyDefault, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, any and all accounts or other Collateral which includes a “Settlement”), all Accounts monetary obligation and discharge or release any Account Debtor account debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor)obligor, without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with (e) execute in the burden name of proof on Seller and file against Seller in favor of Purchaser financing statements or amendments with respect theretoto the Collateral and any Internal Revenue Service Form 8821 authorizing the Service to direct copies of any notices to Purchaser, and (f) pay any sums necessary to discharge any lien or encumbrance which is senior to Purchaser's security interest in the Collateral, which sums shall be included as Obligations hereunder, and in connection with which sums the Late Charges shall accrue and shall be due and payable. 7.2 Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages.

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's Seller sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of Seller and in connection with such sums sums, the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. Seller will attempt to work with the irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receiveReceive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all proceeds of any Collateralcollateral securing the Obligations or the proceeds thereof; (b) take Take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s 's Accounts; (e) pay Pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Ratehereunder; (f) file File in the name of Seller or Purchaser or both (i) mechanics both: Mechanics lien or related notices, or (ii) claims Claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify Notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) , and communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation . Notice will be given to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether if such action by Purchaser effects an accord is taken and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, cooperate with Seller to identify any proceedings such as arbitration or litigation or provide the status of any current negotiations. The parties shall use their best efforts to cooperate in any proceeding or to effectuate any turnover of material relative to any such proceeding,; including but not limited to any formal substitutions which may be bound thereby, extend required relative to the exercise of such rights of the Repurchase of any Account. After an Event of Default: Change the address for delivery of mail to Seller and to receive and open mail addressed to Seller; Extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts and discharge or release any Account Debtor account debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtoraccount debtor), without affecting any of the Obligations. All settlements are presumed ; File any initial financing statements, with notice to Seller, and amendments thereto that: Indicate the collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; Contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating collateral as extracted collateral or timber to be commercially reasonablecut, a sufficient description of real property to which the collateral relates; and Contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with the burden of proof on Seller with respect thereto.Purchaser's rights;

Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion Permitted Discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller(and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 7.1. Seller will attempt to work with the irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time time, any of the following powers powers, at Seller’s sole expense, until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all proceeds of any CollateralCollateral securing the Obligations or the proceeds thereof; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is is, or may become senior to Purchaser's ’s security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums debited to the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily RateReserve Account; (fd) initiate electronic debit or credit entries through any electronic clearinghouse or other system for presentment including but not limited to Electronic Check Presentment, and ACH systems to or from the Depository, or any deposit (or other) account maintained by Seller wherever located; (e) file in the name of the Seller or Purchaser or both (i) mechanics lien both: Mechanic’s Lien or related notices, or (ii) and/or claims under any payment bond, in connection with goods or services sold or provided by Seller in connection with the improvement of realtySeller; (gf) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (hg) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (h) after an Event of Default, change the address for delivery of mail (inclusive of Fedex, UPS or similar service) to Seller and to receive and open mail addressed to Seller; (i) endorse and deposit on behalf after an Event of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound therebyDefault, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectivelyconditions, a “Settlement”), any and all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by any such Account Debtor), without affecting any of the Obligations; (j) disclose such information to third parties making credit inquiries about Seller as Purchaser deems necessary, including but not limited to any such inquiries made by credit reporting agencies. 7.2. All settlements are presumed Seller irrevocably authorizes Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: (a) indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail, (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be commercially reasonablecut, a sufficient description of real property to which the Collateral relates; (c) contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortiously interfering with Purchaser’s rights, and advises third parties that any notification of Seller’s Account Debtors will interfere with Purchaser’s collection rights. 7.3. Purchaser shall not have any duties or obligations (implied or otherwise) except those expressly set forth in this Agreement. None of Purchaser, its officers, employees, agents or designees shall have, and Seller hereby releases and exculpates all of such persons and entities, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the burden generality of proof the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser’s endorsement and deposit of checks issued by Seller’s customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 7.4. Seller hereby gives its consent to Purchaser, without compensation or any other limitation, to publish or display testimonials or other statements from Seller and by any means in any media for Purchaser’s advertising or promotional purposes. 7.5. Seller hereby gives its consent to Purchaser, without compensation or any other limitation, to share information about Seller including transactional data and information with respect theretononaffiliated third parties for any purpose including marketing to Seller of special offers and trade discounts. 7.6. Seller hereby ratifies its authorization to Purchaser to file, prior to the date hereof, any initial financing statements or amendments which indicates the Collateral as all assets of the Seller or words of similar effect. 7.7. Seller hereby grants Purchaser the limited power of attorney to (a) correct and/or execute or initial all typographical or clerical errors discovered in any of the documents executed by Seller in connection herewith, (b) make, amend or correct any filing required by the Federal Motor Carrier Safety Administration or any governmental agency having jurisdiction over Seller, including but not limited to the correction of inconsistent names under which Seller is listed, (c) file or advertise fictitious names for the Seller in the name of and at the cost of Seller, including doing so through the use of a third-party vendor such as xxx.xxxxxxxxxxxxx.xxx, (d) prepare and sign, on behalf of Seller, notice of assignment of all of Seller’s Accounts to Purchaser, said notice to be provided to any Account Debtor of Seller at Purchaser’s sole discretion, and (e) prepare and sign, on behalf of Seller, authorization documentation necessary to enroll Seller for any applicable fuel program facilitated by Purchaser with any third party at Purchaser’s sole discretion. In the event that Purchaser corrects and/or executes or initials any errors in accordance with this Section 7.7, Purchaser will send Seller a copy of the document so executed or initialed on Seller’s behalf; provided, that failure to do so shall not invalidate the correction. 7.8. Seller hereby acknowledges and agrees that Purchaser shall have no obligation to rescind any notice(s) of assignment provided to any Account Debtor of Seller while any Obligations, including any loan or working capital advance, remain unpaid.

Authorization to Purchaser. 8.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (fg) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (gh) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with 8.2 Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct or gross negligence. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's Account Debtors and/or Payors customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.3 Seller authorizes Purchaser to verify the amount and validity of any Account created by Seller; (i) endorse accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor account debtor "in full payment" of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3Section3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insuredObligations, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (f) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; . 8.2 Seller authorizes Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: 8.2.1 indicate the Collateral (as defined in section 1.9 above) of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; 8.2.2 contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) endorse whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; 8.2.3 contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser's rights; and 8.2.4 advises third parties that any notification of Seller's Account Debtors will interfere with Purchaser's collection rights. 8.3 Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising under this Agreement or in furtherance thereof, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits, punitive, exemplary, speculative or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an Account, but issued for less than the full amount which may have been owed on the Account. 8.4 Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller. Seller (hereby waives, and Seller agrees that it shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, claims under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 7.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser's or such designee's discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Purchased Accounts, or after an Event of Default, the other Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Purchased Accounts, and after an Event of Default, the other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, Lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, and (fg) file in the name of Seller or Purchaser or both (i1) mechanics lien or related notices, or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (gh) at any time, irrespective of whether an Event of Default has occurred, without notice to or the assent of Seller, notify any Account Debtor and/or Payor obligated with respect to any Purchased Account, that the underlying Purchased Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , or after an Event of Default, without notice or the assent of Seller, notify any Account Debtor obligated with respect to any account of Seller, that the underlying account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser, and (hi) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Purchased Account created by Seller; (i) endorse , or after an Event of Default, communicate directly with Seller's Account Debtors to verify the amount and validity of any account created by Seller. 7.2. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 7.3. Seller authorizes Purchaser to accept, endorse, and deposit on behalf of Seller any checks tendered by an Account Debtor account debtor "in full payment" of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3ss.3-311 of the Uniform Commercial CodeUCC, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 10.1 Seller will attempt to work with the Purchaser to develop a reasonable plan to implementirrevocably authorizes Purchaser, at Seller's sole ’s expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receivepaid in full: 10.1.1. Receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds any and all Proceeds of any Collateral; (b) take Purchased Accounts and Collateral securing the Obligations or the Proceeds thereof; 10.1.2. Take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon Purchaser’s Accounts and any and all Collateral; (c) file Proceeds of any claim under (i) any bond Purchased Accounts and Collateral securing the Obligations or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay Proceeds thereof; 10.1.3. Pay any sums necessary to discharge any lien, claim, lien or encumbrance which is or may become senior to Purchaser's security interest ’s ownership rights in any assets of Sellerthe Purchased Accounts or Security Interest in the Collateral, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under hereunder; 10.1.4. Notify any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been sold and/or assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; . Purchaser shall provide all lockbox (hor other address) communicate payment instructions given by Purchaser to Seller to all Payors; 10.1.5. Communicate directly with Seller's Account Debtors and/or ’s Payors to to, among other things, verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.;

Authorization to Purchaser. 7.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser's or such designee's discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such Account Debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, Lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (fg) file in the name of Seller or Purchaser or both (i1) mechanics lien or related notices, or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (gh) at any time, irrespective of whether an Event of Default has occurred, without notice to or the assent of Seller, notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (hi) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse . 7.2. Any sums paid by Purchaser in exercising any of the foregoing powers shall be included as Obligations hereunder and shall be due and payable on demand. 7.3. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an Account, but issued for less than the full amount which may have been owed on the Account. 7.4. Seller authorizes Purchaser to accept, endorse, and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial CodeUCC, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's ’s sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser’s or such designee’s discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all Initial steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, Lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Late Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, and (fg) file in the name of Seller or Purchaser or both (i1) mechanics lien or related notices, or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (gh) at any time, irrespective of whether an Event of Default has occurred, without notice to or the assent of Seller, notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (hi) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse . 8.2. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser’s endorsement and deposit of checks issued by Seller’s customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 8.3. Seller authorizes Purchaser to accept, endorse, and deposit on behalf of Seller any checks tendered by an Account Debtor "account debtor “in full payment" ” of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's ’s claims, under §3-311 of the Uniform Commercial CodeUCC, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 10.1 Seller will attempt to work with the Purchaser to develop a reasonable plan to implementirrevocably authorizes Purchaser, at Seller's sole ’s expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: paid in full: (a) receiveReceive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all proceeds of any Collateral; Collateral securing the Obligations or the proceeds thereof; (b) take Take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; the Purchased Accounts; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay Pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; hereunder; (fd) file File in the name of Seller or Purchaser or both both: (i) mechanics lien Mechanics liens or related notices, or or (ii) claims Claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; ; (ge) notify Notify any Account Debtor and/or Payor obligated with respect to any Purchased Account, that the underlying such Purchased Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) , and communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Purchased Account created by Seller; . (f) File any initial financing statements, any financing statements assigned to Purchaser and amendments thereto that: (i) Indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the collateral falls within the scope of Article 9 of the Uniform Commercial Code or as being of an equal or lesser scope or with greater detail; (ii) Contain any other information required by part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture tiling or indicating collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the collateral relates: and (iii) Contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser’s rights; (iv) Advises third parties that any notification of Seller’s Account Debtors will interfere with Purchaser’s collection rights. 10.2 After an Event of Default: (a) Change the address for delivery of mail to Seller and to receive and open mail addressed to Seller; (b) Extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all Purchased Accounts and discharge or release any account debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such account debtor), without affecting any of the Obligations; 10.3 Seller hereby releases and exculpates Purchaser, its officers, employees and designees from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. 10.4 Seller authorizes Purchaser to accept, endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "account debtor “in full payment" ” of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's ’s claims, under §3-3- 311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 7.1 Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implementand any designee of Purchaser, at Seller's ’s sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time times in Purchaser’s or such designee’s discretion all or any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect Lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; Obligations, (de) with respect to any credit insurance policy in which Seller is an insured, execute in the name of Seller and/or Purchaser: (i) and file a claim thereunder; and (ii) as required under the policy, assign against Seller in favor of Purchaser financing statements or amendments with respect to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; Collateral, (ef) pay any sums necessary to discharge any lien, claim, Lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, and (fg) file in the name of Seller or Purchaser or both (i1) mechanics lien or related notices, or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , (gh) at any time, irrespective of whether an Event of Default has occurred, without notice to or the assent of Seller, notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (hi) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse . 7.2 Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser’s endorsement and deposit of checks issued by Seller’s customers stating that they were in full payment of an account, but issued for less than the full amount which may have been owed on the account. 7.3 Seller authorizes Purchaser to accept, endorse, and deposit on behalf of Seller any checks tendered by an Account Debtor "account debtor “in full payment" ” of its obligation to Seller (and Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's ’s claims, under §3-311 of the Uniform Commercial CodeUCC, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral, the Purchased Accounts or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insuredObligations, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate interest shall accrue and shall be immediately due and payable on at the Balance Subject to Funds Usage Daily Rate; lesser of 18% per annum or the highest lawful rate, (f) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (h) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; . 8.2. Seller authorizes Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: 8.2.1. indicate the Collateral as all account of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; 8.2.2. contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) endorse whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller; 8.2.3. contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser’s rights; and 8.2.4. advises third parties that any notification of Seller’s Account Debtors will interfere with Purchaser’s collection rights. 8.3. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising under this Agreement or in furtherance thereof, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for gross negligence and willful misconduct. In no event will Purchaser have any liability to Seller for lost profits, punitive, exemplary, speculative or other special or consequential damages, except for gross negligence and willful misconduct. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser's endorsement and deposit of checks issued by Seller's customers stating that they were in full payment of an Account, but issued for less than the full amount which may have been owed on the Account 8.4. Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller. Seller (hereby waives, and Seller agrees that it shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, claims under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

Authorization to Purchaser. 8.1. Seller will attempt to work with the hereby irrevocably authorizes Purchaser to develop a reasonable plan to implement, at Seller's sole ’s expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and dischargedpaid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds of any Collateral; thereof, (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all the Accounts and other Collateral; , (c) file after an Event of Default, change the address for delivery of mail to Seller and to receive and open mail addressed to Seller, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any claim under terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (i) including filing of any bond or (ii) under public record releasing any trust fund with respect lien granted to Seller by such account debtor), without affecting any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insuredObligations, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, lien or encumbrance which is senior to Purchaser's ’s security interest in any assets of Sellerthe Collateral, which sums shall be included as Obligations of hereunder, and in connection with such which sums the Default Rate Charge shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; payable, (f) file in the name of Seller or Purchaser or both both, (i1) mechanics lien or related notices, notices or (ii2) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; , and (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; , and (h) communicate directly with Seller's ’s Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; . 8.2. Seller authorizes Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: 8.2.1. indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; 8.2.2. contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) endorse whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; 8.2.3. contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienor may be tortuously interfering with Purchaser’s rights; and 8.2.4. advises third parties that any notification of Seller’s Account Debtors will interfere with Purchaser’s collection rights. 8.3. Seller hereby releases and exculpates Purchaser, its officers, employees and designees, from any liability arising under this Agreement or in furtherance thereof, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Purchaser have any liability to Seller for lost profits, punitive, exemplary, speculative or other special or consequential damages. Without limiting the generality of the foregoing, Seller releases Purchaser from any claims which Seller may now or hereafter have arising out of Purchaser’s endorsement and deposit of checks issued by Seller’s customers stating that they were in full payment of an Account, but issued for less than the full amount which may have been owed on the Account. 8.4. Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor "“in full payment" ” of its obligation to Seller. Seller (hereby waives, and Seller agrees that it shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, ’s claims under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.