Common use of Collection and Maintenance of Collateral and Records Clause in Contracts

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervals. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 hereof. Lender will credit (conditional upon final collection) all payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary Guarantor, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen (15) days after the end of each month), or more frequent basis, as requested by Lender, certified as true and accurate by its President or Chief

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customerscustomers or account debtors, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee (to the extent of the outstanding Obligations) and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as in the case of a payment in the form of federal funds or other immediately available funds two (2) business days after receipt by Lender of such funds in dollars of the close United States of America in Lender's account and in the case of payment in any other form five (5) business on the Business Day immediately preceding such Settlement Date is days after receipt by Lender of good funds in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day dollars of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event United States of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateralAmerica in Lender's account. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender Agent may at any time verify Borrower's Receivables or any Subsidiary Guarantors' Affiliate Receivables utilizing an audit control company or any other agent of Lender provided that prior Agent. Agent will endeavor to an Event conduct such verifications without disclosing its relationship with Borrower and shall have no liability to Borrower in the event of Default, Lender shall do so only at reasonable intervalssuch disclosure except as a direct result of Agent's gross (not mere) negligence or willful misconduct. Lender Agent or LenderAgent's designee may notify Customers, at any time at LenderAgent's sole discretion, of LenderAgent's security interest in Receivables or Affiliate Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender Agent does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to make payments on account of Receivables or Affiliate Receivables to an account under LenderAgent's dominion and control at such bank as Lender Agent may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables or Affiliate Receivables, it shall hold such payments for LenderAgent's benefit in trust as LenderAgent's trustee and immediately deliver them to Lender Agent in their original form with all necessary endorsements or, as directed by LenderAgent, deposit such payments as directed by Lender Agent pursuant to Section 23 22 hereof. Lender Agent will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorAffiliate Receivables, Borrower or such Subsidiary Guarantor shall provide Lender Agent with schedules describing all Receivables or Affiliate Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables or Affiliate Receivables to LenderAgent, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables or Affiliate Receivables shall not affect or limit LenderAgent's security interest or other rights in and to the Receivables or Affiliate Receivables. Notwithstanding the foregoing, Borrower and each Subsidiary Guarantor shall furnish, deliver to Agent (at Lender's request, copies of contracts, invoices or a location in the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on United Kingdom to be identified in the applicable customer order, U.K. Credit Agreement) each day as and no material change from the original terms of such customer order shall be made without for the prior written consent of Lender. Each day, a Borrowing Base Certificate with respect to U.K Receivables updated to reflect the most recent sales and collections of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen (15) days after the end of each month), or more frequent basis, as requested by Lender, certified as true and accurate by its President or ChiefU.K. Subsidiaries with respect to U.K.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretiondiscretion during the occurrence and continuance of any Event of Default, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately promptly deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall promptly upon Lender's request, execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen (15) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require. Without limiting the foregoing, Borrower shall provide to Lender a borrowing base certificate at least once weekly ("Borrowing Base Certificate"), which must be in form and substance acceptable to Lender and which Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, T-Bill Availability the applicable Formula Amount and whether or not Rxxxxvables included therein are Eligible Receivables. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrower to Lender at least weekly but Lender may at any time request that such be executed and delivered at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4. Each such Borrowing Base Certificate shall be delivered to Lender at its office described in Section 25 below, on each relevant Business Day.

Collection and Maintenance of Collateral and Records. Lender (a) Access Capital may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsAccess Capital. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor Borrowers shall instruct all Customers or account debtors to remit payment of their all invoices directly to Magnavision Corporation, c/o Access Capital, Inc. at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Access Capital shall collect Receivables directly from such Customers to make payments on or account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by debtors. In the terms of Section 24. To the extent event that any Borrower or any Subsidiary Guarantor receives any payments on account of any Receivables, it such Borrower shall hold such payments same for LenderAccess Capital's benefit in trust as LenderAccess Capital's trustee and immediately deliver them to Lender Access Capital in their original form with all necessary endorsements or, as directed by LenderAccess Capital, deposit such payments as directed by Lender Access Capital pursuant to Section paragraphs 22 or 23 hereof. Lender All payments on Receivables received by Access Capital from Customers or account debtors of any Borrower shall be deposited by Access Capital into Access Capital's account. One Business Day following receipt by Access Capital of such payments in immediately available funds, Access Capital will (a) credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect the outstanding principal balance of LIBO Rate Loansthe Revolving Advances excluding any Revolving Advances made to pay interest, fees or expenses hereunder) and then (b) remit to amounts outstanding in respect Borrowing Agent the remaining balance, if any, of LIBO Rate Loans; provided further that if such payments. At any time following the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess occurrence and continuation of an amount equal to the sum Event of Default, Access Capital may notify and instruct all Customers or account debtors of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus Access Capital's security interest in Receivables and (ii) to make each payment of all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available invoices payable to the Borrower on such Settlement Date order of Access Capital and Access Capital will credit all payments received by Access Capital from Customers or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, account debtors to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold Obligations (in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date order as cash collateral to be applied to LIBO Rate Loans and the other Obligations Access Capital shall determine) on the last third business day following receipt by Access Capital of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateralpayments in immediately available funds. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor the Borrowers shall provide Lender Access Capital with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, them but any Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit LenderAccess Capital's security interest or other rights in and to the Receivables. Each Borrower and each Subsidiary Guarantor shall furnish, at LenderAccess Capital's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender Access Capital may reasonably require. Each Borrower shall provide Access Capital, as reasonably requested by Access Capital, such other schedules, documents and/or information regarding the Collateral as Access Capital may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen (15) days after the end of each month), or more frequent basis, as requested by Lender, certified as true and accurate by its President or Chief.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require. Without limiting the foregoing, Borrower shall provide to Lender a borrowing base certificate upon Santa Maria=s invoicing of customers, bux xx less frequently than weekly ("Borrowing Base Certificate"), which must be in form and substance acceptable to Lender and which Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, Inventory Availability, the applicable Formula Amount and whether or not Receivables and/or Inventory included therein are Eligible Receivables and/or Eligible Inventory. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrower to Lender at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4. Each such Borrowing Base Certificate shall be delivered to Lender at its office described in Section 25 below, on each relevant Business Day.

Collection and Maintenance of Collateral and Records. Lender may may, at any time all times during normal business hours verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable and existing Accounts Receivable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require. Without limiting the foregoing, Borrower shall provide to Lender a borrowing base certificate at least once daily ("Borrowing Base Certificate"), which must be in form and substance acceptable to Lender and which Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, Inventory Availability, the applicable Formula Amount and whether or not Receivables and/or Inventory included therein are Eligible Receivables and/or Eligible Inventory. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrower to Lender at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4. Each such Borrowing Base Certificate shall be delivered to Lender at its office described in Section 25 below, on each relevant Business day.

Collection and Maintenance of Collateral and Records. Lender Agent may at ---------------------------------------------------- any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsAgent. Lender Agent or LenderAgent's designee may notify Customers, at any time after the occurrence of an Event of Default at LenderAgent's sole discretion, of LenderAgent's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender Agent does so or gives any Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Agent, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for LenderAgent's benefit in trust as LenderAgent's trustee and immediately deliver them to Lender Agent in their original form with all necessary endorsements or, as directed by LenderAgent, deposit such payments as directed by Lender Agent pursuant to Section 23 hereof. Lender will credit (conditional upon final collection) all payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary Guarantor, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at LenderAgent's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender Agent may require. All of Borrower's and each Subsidiary Guarantor's invoices Borrower shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall also provide Lender Agent on a monthly (within fifteen ten (1510) days after the end of each month) or more frequent basis, as requested by Agent, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Customer and such other information pertaining to the Receivables as Agent may request together with confirmatory written assignments of such Receivables, but Borrower's failure to execute and deliver such written confirmatory assignments of such Receivables shall not affect or limit Agent's security interest or other rights in and to the Receivables. Borrower shall provide Agent on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by LenderAgent an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Agent, certified as true and accurate requested by its President or ChiefAgent, such other schedules, documents and/or information regarding the Collateral as Agent may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customerscustomers or account debtors, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as five (5) business days after receipt by Lender of good funds in dollars of the close United States of America in Lender's account. Any amount received by Lender after 12:00 noon New York time on any business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by received on the amount so held as cash collateralnext business day. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary GuarantorsBorrowers' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may after the occurrence and during the continuance of an Event of Default notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's Borrowers' account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor Borrowers other instructions, Borrower and each Subsidiary Guarantor Borrowers shall instruct all of their its Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives Borrowers receive any payments on account of Receivables, it they shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary Guarantor, Borrower or such Subsidiary Guarantor Borrowers shall provide Lender on a weekly basis (or more frequently as may be reasonably requested by Lender) with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to LenderBorrowers, but Borrower's or such Subsidiary Guarantor's Borrowers' failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor Borrowers shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's Borrowers' invoices (to the extent such are issued) shall either reference, or bear the terms stated on on, the applicable customer order, contract, or other requests by customer for goods or services (referred to in this section as a "Customer Order"), and no material change from the original terms of such customer order Customer Order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor Borrowers shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as reasonably requested by Lender, a summary report of Borrowers' current Inventory, certified as true and accurate by Borrowers' President, Vice President of Finance, Chief Financial Officer or other senior executive officer , as well as an aged trial balance of Borrowers' existing accounts payable. Borrowers shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require. Without limiting the foregoing, Borrowers shall provide to Lender a borrowing base certificate at least once daily("Borrowing Base Certificate"), which must be in form and substance acceptable to Lender and which Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, Inventory Availability, the applicable Formula Amount and whether or not Receivables and/or Inventory included therein are Eligible Receivables and/or Eligible Inventory. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrowers to Lender at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4. Each such Borrowing Base Certificate shall be delivered to Lender at its President or Chiefoffice described in Section 25 below, on each relevant Business Day.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customerscustomers or account debtors, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as account, in the case of a payment in the form of federal funds or other immediately available funds three (3) business days after receipt by Lender of such funds in dollars of the close United States of America in Lender's account and in the case of payments in any other form five (5) business on the Business Day immediately preceding such Settlement Date is days after receipt by Lender of good funds in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day dollars of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event United States of Default or Event of Default shall have occurred and be continuing, the Formula Amount America in Lender's account. Any amount received by Lender after 12:00 noon New York time on any business day shall be deemed increased by received on the amount so held as cash collateralnext business day. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, (and Lender shall endeavor to inform Borrower of such notification upon having so notified customers, provided, however, that failure of Lender to so inform Borrower will not constitute a breach of this Agreement by Lender) collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to which were previously Customers of The Registry, Inc., ARI or TRNCP ("Lock Box Customers")to make payments on account of Receivables arising from sales to such Lock Box Customers to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of ReceivablesReceivables of Lock Box Customers, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 22 hereof. With respect to all other Customers of Borrower, Borrower shall instruct such Customers to make payments on account of Receivables only to Deposit Accounts of Borrower as described in Section 23 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, certified an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as true requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may reasonably require. Without limiting the foregoing, Borrower shall provide to Lender a borrowing base certificate in form annexed hereto as Schedule 9("Borrowing Base Certificate"), and accurate by its President means of electronic ---------- transmission, detailed information regarding Borrower"s Receivables ("Detail Transmission") with the following frequency, based upon the availability from time to time under the Formula Amount: ------------------------------------------------------------------------------------------------ AVAILABILITY UNDER FREQUENCY OF DELIVERY OF FREQUENCY OF DELIVERY OF FORMULA AMOUNT BORROWING BASE DETAIL TRANSMISSION CERTIFICATE ------------------------------------------------------------------------------------------------ $0 TO $5,000,000 DAILY DAILY ------------------------------------------------------------------------------------------------ $5,000,000 - $9,999,999 WEEKLY MONTHLY ------------------------------------------------------------------------------------------------ $10,000,000 AND ABOVE MONTHLY QUARTERLY ------------------------------------------------------------------------------------------------ Daily submissions shall be delivered to Lender before 12:00 noon on each Business Day. Weekly submissions shall be delivered to Lender on or Chiefbefore the close of business on the last Business Day of each week. Monthly submissions shall be delivered to Lender within five (5) days following the end of each month. Quarterly submissions shall be delivered within fifteen (15) days following the end of each calendar quarter. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an Event of Default or Incipient Event of Default hereunder, Lender may require daily submission of Borrowing Base Certificates and Detail Transmissions. The Borrowing Base Certificate and Detail Transmission must be in form and substance acceptable to Lender. The Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, the applicable Formula Amount and whether or not Receivables included therein are Eligible Receivables. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrower to Lender at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4.

Collection and Maintenance of Collateral and Records. (a) Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables and ADC Receivables utilizing an audit control company or any other agent of Lender provided that prior to Lender. After the occurrence of an Incipient Event of DefaultDefault or Event of Default or if Lender at any time deems itself insecure or shall fear the diminution in value of the Collateral, Lender shall do so only at reasonable intervals. Lender or Lender's designee may notify Customerscustomers or account debtors, at any time at Lender's sole discretion, of Lender's security interest in Receivables and the ADC Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's Borrowers' account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor Borrowers other instructions, Borrower Borrowers shall and each Subsidiary Guarantor shall instruct cause ADC to collect all of their Customers to make Receivables and ADC Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 22 or 23 hereof. For purposes of determining the balance of the Loans outstanding, Lender will credit (conditional upon final collection) all such payments to Borrowers' account upon receipt by Lender of good funds in dollars of the BorrowerUnited States of America in Lender's account account; provided, however, for purposes of computing interest on the Settlement Date; provided that Obligations, Lender shall apply will credit (conditional upon final collection) all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited such payments to Borrower's account as in the case of a payment in the form of federal funds or other immediately available funds, two (2) business days after receipt by Lender of such funds in dollars of the close United States of America in Lender's account and in the case of payments in any other form, five (5) business on the Business Day immediately preceding such Settlement Date is days after receipt by Lender of good funds in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day dollars of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event United States of Default or Event of Default shall have occurred and be continuing, the Formula Amount America in Lender's account. Any amount received by Lender before 12:00 noon New York time on any business day shall be deemed increased received on that business day and any amount received by Lender after 12:00 noon New York time on any business day shall be deemed received on the amount so held as cash collateralnext business day. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorADC Receivables, Borrower or such Subsidiary Guarantor Borrowers shall provide Lender with schedules describing all Receivables and ADC Receivables created or acquired by Borrower or such Subsidiary Guarantor Borrowers and shall and shall cause ADC to execute and deliver confirmatory written assignments of such Receivables and ADC to Lender, but any Borrower's or such Subsidiary GuarantorADC's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables or ADC Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables or ADC Receivables. Borrower Borrowers shall and each Subsidiary Guarantor shall cause ADC to, furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrowers shall also provide Lender on a monthly (within ten (10) days after the end of Borrowereach month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrowers' and ADC's existing Receivables and ADC Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables or ADC Receivables as Lender may request. Each of Borrower and each Subsidiary Guarantor Borrowers shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrowers' and ADC's current Inventory, certified as true and accurate by its Borrowers' or ADC's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrowers' and ADC's existing accounts payable. Borrowers shall and shall cause ADC to, provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary GuarantorsBorrowers' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may may, upon the occurrence and during the continuation of an Event of Default, notify Customers, at any time at Lender's sole discretion, customers or account debtors of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's Borrowers' account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor Borrowing Agent other instructions, Borrower and each Subsidiary Guarantor Borrowers shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 23 or 24 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's Borrowers' account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding two (other than in respect of LIBO Rate Loans2) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (Days after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateralreceipt. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor Borrowers shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor Borrowers and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's Borrowers' failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor Borrowers shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrowers shall also provide Lender on a monthly (within ten (10) days after the end of Borrower's each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrowers' existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor Borrowers shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrowers' current Inventory, certified as true and accurate by its Borrowing Agent's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrowers shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their its Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 2423. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require. Without limiting the foregoing, Borrower shall provide to Lender a borrowing base certificate upon Santa Maria's invoicing of customers, but no less frequently than weekly ("Borrowing Base Certificate"), which must be in form and substance acceptable to Lender and which Borrowing Base Certificate shall certify to Lender, and shall contain sufficient information and calculations as Lender may deem necessary or desirable, in order to verify any Receivables Availability, Inventory Availability, the applicable Formula Amount and whether or not Receivables and/or Inventory included therein are Eligible Receivables and/or Eligible Inventory. Without limiting the foregoing, a Borrowing Base Certificate must be executed and delivered by Borrower to Lender at the time of or prior to each request for Revolving Credit Advances pursuant to Section 4. Each such Borrowing Base Certificate shall be delivered to Lender at its office described in Section 26 below, on each relevant Business Day.

Collection and Maintenance of Collateral and Records. Lender may at any time verify each Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretionfollowing the occurrence and during the continuance of and Event of Default, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's Borrowers' account. In the event that, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by notwithstanding the terms provisions of Section 24. To the extent 23 hereof, any Borrower or any Subsidiary Guarantor receives any payments on account amount representing the proceeds of Receivablesany Collateral, it such Borrower shall hold receive all such payments amounts for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to in accordance with Section 23 hereof. Lender will credit (conditional upon final collection) all payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances On a weekly basis, or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, more frequently if requested by the BorrowerLender (including, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Datewithout limitation, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Perioddaily basis), Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary Guarantor, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by such Borrower since the date of the previous schedule of Receivables created or such Subsidiary Guarantor acquired and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but such Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Each Borrower and each Subsidiary Guarantor shall furnish, at Lender's reasonable request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may reasonably require. All Each Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as reasonably requested by Lender, a detailed or aged trial balance of all of such Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear Customer and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, certified an aged trial balance of such Borrower's existing accounts payable. Each Borrower shall provide Lender, as true and accurate requested by its President or ChiefLender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervals. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct all of their Customers to make payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 hereof. Lender will credit (conditional upon final collection) all payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorBorrower, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All of Borrower's and each Subsidiary Guarantor's invoices shall bear the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of Lender. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen (15) days after the end of each month), or more frequent basis, as requested by Lender, certified as true and accurate by its President or ChiefChief Financial Officer, an aged trial balance of its existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require.

Collection and Maintenance of Collateral and Records. Lender ---------------------------------------------------- may at any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customerscustomers or account debtors, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's account, but, unless and until Lender does so or gives Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section paragraphs 22 or 23 hereof. For purposes of determining the balance of the Loans outstanding, Lender will credit (conditional upon final collection) all such payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as upon receipt by Lender of good funds in dollars of the close United States of business on the Business Day immediately preceding such Settlement Date is America in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of BorrowerLender's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, if requested by the Borrower, will make such excess available to the Borrower on such Settlement Date or the next Business Day following such Settlement Date, andaccount, provided, furtherhowever, that so long as no Incipient Event for purposes of Default or Event of Default shall have occurred and be continuing, to computing interest on the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest PeriodObligations, Lender will hold credit (conditional upon final collection) all such payments to Borrower's account in the case of a payment in the form of federal funds or other immediately available funds two (2) business days after receipt by Lender of such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day funds in dollars of the Interest Period relating to each such LIBO Rate Loan United States of America in Lender's account and so long as no Incipient Event in the case of Default or Event payments in any other form five (5) business days after receipt by Lender of Default shall have occurred and be continuing, good funds in dollars of the Formula Amount United States of America in Lender's account. Any amount received by Lender after 12:00 noon New York time on any business day shall be deemed increased by received on the amount so held as cash collateralnext business day. Promptly after the creation of any Receivables by Borrower or any Subsidiary GuarantorReceivables, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by Borrower or such Subsidiary Guarantor and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear account debtor and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, a summary report of Borrower's current Inventory, certified as true and accurate by its Borrower's President or ChiefChief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Lender, as requested by Lender, such other schedules, documents and/or information regarding the Collateral as Lender may require."

Collection and Maintenance of Collateral and Records. Lender may at any time verify each Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of Lender provided that prior to an Event of Default, Lender shall do so only at reasonable intervalsLender. Lender or Lender's designee may notify Customers, at any time at Lender's sole discretion, of Lender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's or such Subsidiary Guarantor's Borrowers' account, but, unless and until Lender does so or gives any Borrower and each Subsidiary Guarantor other instructions, each Borrower and each Subsidiary Guarantor shall instruct collect all of their Customers to make Receivables for Lender, receive all payments on account of Receivables to an account under Lender's dominion and control at such bank as Lender may designate, as provided by the terms of Section 24. To the extent Borrower or any Subsidiary Guarantor receives any payments on account of Receivables, it shall hold such payments thereon for Lender's benefit in trust as Lender's trustee and immediately deliver them to Lender in their original form with all necessary endorsements or, as directed by Lender, deposit such payments as directed by Lender pursuant to Section 23 hereof. Lender will credit (conditional upon final collection) all payments to the Borrower's account on the Settlement Date; provided that Lender shall apply all amounts so credited first to Obligations then outstanding (other than in respect of LIBO Rate Loans) and then to amounts outstanding in respect of LIBO Rate Loans; provided further that if the amount credited to Borrower's account as of the close of business on the Business Day immediately preceding such Settlement Date is in excess of an amount equal to the sum of (i) the total Obligations outstanding (after giving effect to any requests for Revolving Credit Advances On a weekly basis, or Letters of Credit to be made or issued on such Settlement Date), plus (ii) all unpaid liabilities owing to lessors, royalty holders, working interest holders, the State of Texas and other Persons who would be entitled to assert a UCC 0-000 Xxxx xx the proceeds of Borrower's or any Subsidiary Guarantor's previously collected Receivables on such Settlement Date, then the Lender, more frequently if requested by the BorrowerLender, will make such excess available to the each Borrower on such Settlement Date or the next Business Day following such Settlement Date, and, provided, further, that so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, to the extent of any outstanding LIBO Rate Loans, in order to avoid payment of a LIBO Rate Loan on a day other than the last day of an Interest Period, Lender will hold in such account any amounts otherwise to be applied to such LIBO Rate Loans on such Settlement Date as cash collateral to be applied to LIBO Rate Loans and the other Obligations on the last day of the Interest Period relating to each such LIBO Rate Loan and so long as no Incipient Event of Default or Event of Default shall have occurred and be continuing, the Formula Amount shall be deemed increased by the amount so held as cash collateral. Promptly after the creation of any Receivables by Borrower or any Subsidiary Guarantor, Borrower or such Subsidiary Guarantor shall provide Lender with schedules describing all Receivables created or acquired by such Borrower since the date of the previous schedule of Receivables created or such Subsidiary Guarantor acquired and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but such Borrower's or such Subsidiary Guarantor's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Each Borrower and each Subsidiary Guarantor shall furnish, at Lender's request, copies of contracts, invoices or the equivalent, and any original shipping and delivery receipts for all merchandise sold or services rendered and such other documents and information as Lender may require. All Each Borrower shall also provide Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Lender, a detailed or aged trial balance of all of such Borrower's existing Receivables specifying the names and balances due for each Subsidiary Guarantor's invoices shall bear Customer and such other information pertaining to the terms stated on the applicable customer order, and no material change from the original terms of such customer order shall be made without the prior written consent of LenderReceivables as Lender may request. Each of Borrower and each Subsidiary Guarantor shall provide Lender on a monthly (within fifteen ten (1510) days after the end of each month), or more frequent basis, as requested by Lender, certified an aged trial balance of such Borrower's existing accounts payable. Each Borrower shall provide Lender, as true and accurate requested by its President or ChiefLender, such other schedules, documents and/or information regarding the Collateral as Lender may require.