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

Collection and Maintenance of Collateral and Records. Agent may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of Agent. Agent or Agent's designee may notify Customers, at any time after the occurrence of an Event of Default at Agent's sole discretion, of Agent's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent does so or gives any Borrower other instructions, Borrower shall collect all Receivables for Agent, receive all payments thereon for Agent's benefit in trust as Agent's trustee and immediately deliver them to Agent in their original form with all necessary endorsements or, as directed by Agent, deposit such payments as directed by Agent pursuant to Section 23 hereof. Borrower shall furnish, at Agent'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 Agent may require. Borrower shall also provide Agent on a monthly (within ten (10) 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 Agent an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Agent, as requested by Agent, such other schedules, documents and/or information regarding the Collateral as Agent may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customerscustomers or account debtors, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will 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 three (3) business days after receipt by Lender of such funds in dollars of the United States of America in Lender's account and in the case of payments in any other form five (5) business days after receipt by Lender of good funds in dollars of the 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 received on the next business day. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent may at ---------------------------------------------------- any time verify Borrower's Receivables or Affiliate Receivables utilizing an audit control company or any other agent of Agent. Agent will endeavor to conduct such verifications without disclosing its relationship with Borrower and shall have no liability to Borrower in the event of such disclosure except as a direct result of Agent's gross (not mere) negligence or willful misconduct. Agent or Agent's designee may notify Customers, at any time after the occurrence of an Event of Default at Agent's sole discretion, of Agent's security interest in Receivables or Affiliate Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent does so or gives any Borrower other instructions, Borrower shall collect instruct all of its Customers to make payments on account of Receivables for or Affiliate Receivables to an account under Agent's dominion and control at such bank as Agent may designate, receive all as provided by the terms of Section 23. To the extent Borrower receives any payments thereon on account of Receivables or Affiliate Receivables, it shall hold such payments for Agent's benefit in trust as Agent's trustee and immediately deliver them to Agent in their original form with all necessary endorsements or, as directed by Agent, deposit such payments as directed by Agent pursuant to Section 23 22 hereof. Agent will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. Promptly after the creation of any Receivables or Affiliate Receivables, Borrower shall furnish, at Agent'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 Agent may require. Borrower shall also provide Agent on a monthly (within ten (10) days after the end of each month) with schedules describing all Receivables or more frequent basis, as requested Affiliate Receivables created or acquired by Agent, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names Borrower and balances due for each Customer shall execute and such other information pertaining to the Receivables as Agent may request together with deliver confirmatory written assignments of such ReceivablesReceivables or Affiliate Receivables to Agent, but Borrower's failure to execute and deliver such schedules or written confirmatory assignments of such Receivables or Affiliate Receivables shall not affect or limit Agent's security interest or other rights in and to the Receivables or Affiliate Receivables. Notwithstanding the foregoing, Borrower shall provide deliver to Agent on (at a monthly (within ten (10location in the United Kingdom to be identified in the applicable U.K. Credit Agreement) days after each day as and for the end prior day, a Borrowing Base Certificate with respect to U.K Receivables updated to reflect the most recent sales and collections of each month), or more frequent basis, as requested by Agent an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Agent, as requested by Agent, such other schedules, documents and/or information regarding the Collateral as Agent may require.and U.K. Subsidiaries with respect to U.K.

Collection and Maintenance of Collateral and Records. Agent Lender ---------------------------------------------------- may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customerscustomers or account debtors, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent 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 Borrower's account upon receipt by Lender of good funds in dollars of the United States of America in Lender's account, provided, however, for purposes of computing interest on the Obligations, Lender will 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 funds in dollars of the United States of America in Lender's account and in the case of payments in any other form five (5) business days after receipt by Lender of good funds in dollars of the 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 received on the next business day. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require." (f) Paragraph 17 is amended in its entirety to provide as follows:

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect instruct all of 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 23. To the extent Borrower receives any payments on account of Receivables, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Agent, a detailed or aged trial balance of all All of Borrower's existing Receivables specifying invoices shall bear the names terms stated on the applicable customer order, and balances due for each Customer and such other information pertaining to no change from the Receivables as Agent may request together with confirmatory written assignments original terms of such Receivables, but Borrower's failure to execute and deliver such customer order shall be made without the prior written confirmatory assignments consent of such Receivables shall not affect or limit Agent's security interest or other rights in and to the ReceivablesLender. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender provided that prior to an Event of Default, Lender shall do so only at reasonable intervals. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect 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 receives any payments on account of Receivables, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent 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 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 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. Promptly after the creation of any Receivables by Borrower, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. All of Borrower'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. Borrower shall also provide Agent Lender on a monthly (within ten fifteen (10) 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 (1015) days after the end of each month), or more frequent basis, as requested by Agent Lender, certified as true and accurate by its President or Chief Financial Officer, an aged trial balance of Borrower's its existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's or any Subsidiary Guarantors' Receivables utilizing an audit control company or any other agent of AgentLender provided that prior to an Event of Default, Lender shall do so only at reasonable intervals. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender'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 Agent Lender does so or gives any Borrower and each Subsidiary Guarantor other instructions, Borrower and each Subsidiary Guarantor shall collect 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 Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent 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 AgentLender'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 Agent 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 also provide Agent Lender on a monthly (within ten fifteen (10) 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 (1015) days after the end of each month), or more frequent basis, as requested by Agent an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, certified as requested true and accurate by Agent, such other schedules, documents and/or information regarding the Collateral as Agent may require.its President or Chief

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify each Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's Borrowers' account, but, unless and until Agent Lender does so or gives any Borrower other instructions, each Borrower shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 hereof. On a weekly basis, or more frequently if requested by Lender, each Borrower 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 acquired and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but such Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Each Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of such Borrower's existing Receivables specifying the names and balances due for each Customer and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Each Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, an aged trial balance of such Borrower's existing accounts payable. Each Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customerscustomers or account debtors, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee (to the extent of the outstanding Obligations) and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will 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 funds in dollars of the United States of America in Lender's account and in the case of payment in any other form five (5) business days after receipt by Lender of good funds in dollars of the United States of America in Lender's account. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after at Lender's sole discretion during the occurrence and continuance of an any Event of Default at Agent's sole discretionDefault, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect instruct all of 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 23. To the extent Borrower receives any payments on account of Receivables, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately promptly deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall promptly upon Lender's request, execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. All of Borrower's invoices shall bear the terms stated on the applicable customer order, and no change from the original terms of such customer order shall be made without the prior written consent of Lender. Borrower shall also provide Agent Lender on a monthly (within ten fifteen (10) 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 (1015) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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. Agent (a) Lender may at ---------------------------------------------------- any time verify Borrower's Receivables and ADC Receivables utilizing an audit control company or any other agent of AgentLender. Agent After the occurrence of an Incipient Event of Default or AgentEvent of Default or if Lender at any time deems itself insecure or shall fear the diminution in value of the Collateral, Lender or Lender's designee may notify Customerscustomers or account debtors, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables and the ADC Receivables, collect them directly and charge the collection costs and expenses to Borrower's Borrowers' account, but, unless and until Agent Lender does so or gives any Borrower Borrowers other instructions, Borrower Borrowers shall and shall cause ADC to collect all Receivables and ADC Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section paragraphs 22 or 23 hereof. Borrower 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 United States of America in Lender's account; provided, however, for purposes of computing interest on the Obligations, Lender will 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 funds in dollars of the United States of America in Lender's account and in the case of payments in any other form, five (5) business days after receipt by Lender of good funds in dollars of the United States of America in Lender's account. Any amount received by Lender before 12:00 noon New York time on any business day shall be deemed 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 next business day. Promptly after the creation of any Receivables or ADC Receivables, Borrowers shall provide Lender with schedules describing all Receivables and ADC Receivables created or acquired by 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 ADC'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. Borrowers shall and shall cause ADC to, furnish, at AgentLender'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 Agent Lender may require. Borrower Borrowers shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of BorrowerBorrowers' and ADC's existing Receivables and ADC Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables or ADC Receivables as Agent Lender 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 Receivablesrequest. Borrower Borrowers shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrowers' and ADC's current Inventory, certified as true and accurate by Borrowers' or ADC's President or Chief Financial Officer, as well as an aged trial balance of BorrowerBorrowers' and ADC's existing accounts payable. Borrower Borrowers shall and shall cause ADC to, provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Borrowers' Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customersmay, at any time after upon the occurrence and during the continuation of an Event of Default at Agent's sole discretionDefault, notify customers or account debtors of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's Borrowers' account, but, unless and until Lender gives Borrowing Agent does so or gives any Borrower other instructions, Borrower Borrowers shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section paragraphs 23 or 24 hereof. Borrower Lender will credit (conditional upon final collection) all such payments to Borrowers' account two (2) Business Days after receipt. Promptly after the creation of any Receivables, Borrowers shall provide Lender with schedules describing all Receivables created or acquired by Borrowers and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but 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. Borrowers shall furnish, at AgentLender'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 Agent Lender may require. Borrower Borrowers shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of Borrower's Borrowers' existing Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Borrower Borrowers shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrowers' current Inventory, certified as true and accurate by Borrowing Agent's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower Borrowers shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect instruct all of 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 23. To the extent Borrower receives any payments on account of Receivables, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Agent, a detailed or aged trial balance of all All of Borrower's existing Receivables specifying invoices shall bear the names terms stated on the applicable customer order, and balances due for each Customer and such other information pertaining to no change from the Receivables as Agent may request together with confirmatory written assignments original terms of such Receivables, but Borrower's failure to execute and deliver such customer order shall be made without the prior written confirmatory assignments consent of such Receivables shall not affect or limit Agent's security interest or other rights in and to the ReceivablesLender. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customerscustomers or account debtors, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect all Receivables for AgentLender, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section paragraphs 22 or 23 hereof. Lender will credit (conditional upon final collection) all such payments to Borrower's account five (5) business days after receipt by Lender of good funds in dollars of the 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 received on the next business day. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by AgentLender, a detailed or aged trial balance of all of Borrower's existing Receivables specifying the names and balances due for each Customer account debtor and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.

Collection and Maintenance of Collateral and Records. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Borrowers' Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may after the occurrence and during the continuance of an Event of Default notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's Borrowers' account, but, unless and until Agent Lender does so or gives any Borrower Borrowers other instructions, Borrower Borrowers shall collect instruct all of 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 23. To the extent Borrowers receive any payments on account of Receivables, they shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 22 hereof. Borrower Lender will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. 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 Borrowers, but Borrowers' failure to execute and deliver such schedules of Receivables shall not affect or limit Lender's security interest or other rights in and to the Receivables. Borrowers shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent on a monthly All of Borrowers' invoices (within ten (10) 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 extent such are issued) shall either reference, or bear the terms stated on, the applicable customer order, contract, or other requests by customer for goods or services (referred to in this section as Agent may request together with confirmatory written assignments a "Customer Order"), and no change from the original terms of such Receivables, but Borrower's failure to execute and deliver such Customer Order shall be made without the prior written confirmatory assignments consent of such Receivables shall not affect or limit Agent's security interest or other rights in and to the ReceivablesLender. Borrower Borrowers shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as reasonably requested by Agent 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 Borrower's Borrowers' existing accounts payable. Borrower Borrowers shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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 office described in Section 25 below, on each relevant Business Day.

Collection and Maintenance of Collateral and Records. Agent (a) Access Capital may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentAccess Capital. Agent Borrowers shall instruct all Customers or Agent's designee may notify Customersaccount debtors to remit payment of 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 or account debtors. In the event that any time after the occurrence Borrower receives any payments on account of an Event of Default at Agent's sole discretion, of Agent's security interest in any Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent does so or gives any Borrower other instructions, such Borrower shall collect all Receivables hold same for Agent, receive all payments thereon for AgentAccess Capital's benefit in trust as AgentAccess Capital's trustee and immediately deliver them to Agent Access Capital in their original form with all necessary endorsements or, as directed by AgentAccess Capital, deposit such payments as directed by Agent Access Capital pursuant to Section paragraphs 22 or 23 hereof. 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 Obligations (other than the outstanding principal balance of the Revolving Advances excluding any Revolving Advances made to pay interest, fees or expenses hereunder) and (b) remit to Borrowing Agent the remaining balance, if any, of such payments. At any time following the occurrence and continuation of an Event of Default, Access Capital may notify and instruct all Customers or account debtors of (i) Access Capital's security interest in Receivables and (ii) to make each payment of all invoices payable to the order of Access Capital and Access Capital will credit all payments received by Access Capital from Customers or account debtors to any Obligations (in such order as Access Capital shall determine) on the third business day following receipt by Access Capital of such payments in immediately available funds. Promptly after the creation of any Receivables, the Borrowers shall provide Access Capital with schedules describing all Receivables created or acquired by them but any Borrower's failure to execute and deliver such schedules shall not affect or limit Access Capital's security interest or other rights in and to the Receivables. Each Borrower shall furnish, at AgentAccess 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 Agent Access Capital may reasonably require. Borrower shall also provide Agent on a monthly (within ten (10) 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. Each Borrower shall provide Agent on a monthly (within ten (10) days after the end of each month), or more frequent basisAccess Capital, as reasonably requested by Agent an aged trial balance of Borrower's existing accounts payable. Borrower shall provide Agent, as requested by AgentAccess Capital, such other schedules, documents and/or information regarding the Collateral as Agent Access Capital may require. (i) If on any Testing Date the aggregate number of subscribers under the Cable Contracts has decreased by ten percent (10%) or more (the "Decrease") during the applicable Testing Period, then, in addition to the amounts credited against the Obligations by Access Capital in subsection (a) above, Borrowers' shall reduce the Obligations on a quarterly basis in an amount equal to the Reduction Amount applicable on such Testing Date (any such amount, a "Mandatory Repayment Amount"). The Mandatory Repayment Amount shall be paid by Borrowers to Access Capital on the first day of the first month following the applicable Testing Date and thereafter on each three month anniversary of such date. (ii) If, on any Testing Date subsequent to a Testing Date on which a Decrease was determined, an additional Decrease is determined and the applicable Reduction Amount on such Testing Date would be greater than the Mandatory Repayment Amount, then the Mandatory Repayment Amount shall be increased to an amount equal to the then applicable Reduction Amount. (iii) If (i) on any of the three (3) Testing Dates immediately following a Testing Date on which a Decrease has been determined ("Initial Decrease Date"), Borrowers shall increase the aggregate number of subscribers to an amount equal to 110% of the number of subscribers in existence as of the Testing Date immediately preceding the Initial Decrease Date ("the Preceding Testing Date") and (ii) the Preceding Testing Date was not a Testing Date on which a Decrease was determined, then Borrower shall no longer be obligated to make the Mandatory Repayment Amount reductions that commenced on the Initial Decrease Date.

Collection and Maintenance of Collateral and Records. Agent may Lender may, at ---------------------------------------------------- any time all times during normal business hours verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect instruct all of 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 23. To the extent Borrower receives any payments on account of Receivables, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent Lender pursuant to Section 23 22 hereof. Lender will credit (conditional upon final collection) all such payments to Borrower's account on the Settlement Date. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Agent, a detailed or aged trial balance of all All of Borrower's existing Receivables specifying invoices shall bear the names terms stated on the applicable customer order, and balances due for each Customer and such other information pertaining to no change from the Receivables as Agent may request together with confirmatory written assignments original terms of such Receivables, but Borrower's failure to execute and deliver such customer order shall be made without the prior written confirmatory assignments consent of such Receivables shall not affect or limit Agent's security interest or other rights in and to the ReceivablesLender. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, a summary report of Borrower's current Inventory, certified as true and accurate by Borrower's President or Chief Financial Officer, as well as an aged trial balance of Borrower's existing accounts payablepayable and existing Accounts Receivable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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. Agent Lender may at ---------------------------------------------------- any time verify Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after the occurrence of an Event of Default at AgentLender's sole discretion, of AgentLender'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 account, but, unless and until Agent Lender does so or gives any Borrower other instructions, Borrower shall collect instruct all of its Customers 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 23. To the extent Borrower receives any payments on account of Receivables of Lock Box Customers, it shall hold such payments for Agent, receive all payments thereon for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent Lender in their original form with all necessary endorsements or, as directed by AgentLender, deposit such payments as directed by Agent 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 Borrower's account on the Settlement Date. Promptly after the creation of any Receivables, Borrower shall provide Lender with schedules describing all Receivables created or acquired by Borrower and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but Borrower'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 shall furnish, at AgentLender'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 Agent Lender may require. Borrower shall also provide Agent on a monthly (within ten (10) days after the end of each month) or more frequent basis, as requested by Agent, a detailed or aged trial balance of all All of Borrower's existing Receivables specifying invoices shall bear the names terms stated on the applicable customer order, and balances due for each Customer and such other information pertaining to no change from the Receivables as Agent may request together with confirmatory written assignments original terms of such Receivables, but Borrower's failure to execute and deliver such customer order shall be made without the prior written confirmatory assignments consent of such Receivables shall not affect or limit Agent's security interest or other rights in and to the ReceivablesLender. Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, an aged trial balance of Borrower's existing accounts payable. Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent 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 by 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 before 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. Agent Lender may at ---------------------------------------------------- any time verify each Borrower's Receivables utilizing an audit control company or any other agent of AgentLender. Agent Lender or AgentLender's designee may notify Customers, at any time after following the occurrence and during the continuance of an and Event of Default at Agent's sole discretionDefault, of AgentLender's security interest in Receivables, collect them directly and charge the collection costs and expenses to Borrower's Borrowers' account. In the event that, butnotwithstanding the provisions of Section 23 hereof, unless and until Agent does so or gives any Borrower other instructionsreceives any amount representing the proceeds of any Collateral, such Borrower shall collect all Receivables for Agent, receive all payments thereon such amounts for AgentLender's benefit in trust as AgentLender's trustee and immediately deliver them to Agent in their original form with all necessary endorsements or, as directed by Agent, deposit such payments as directed by Agent pursuant to in accordance with Section 23 hereof. On a weekly basis, or more frequently if requested by Lender (including, without limitation, on a daily basis), each Borrower 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 acquired and shall execute and deliver confirmatory written assignments of such Receivables to Lender, but such Borrower'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 shall furnish, at AgentLender'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 Agent Lender may reasonably require. Each Borrower shall also provide Agent Lender on a monthly (within ten (10) days after the end of each month) or more frequent basis, as reasonably requested by AgentLender, a detailed or aged trial balance of all of such Borrower's existing Receivables specifying the names and balances due for each Customer and such other information pertaining to the Receivables as Agent Lender 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 Receivablesrequest. Each Borrower shall provide Agent Lender on a monthly (within ten (10) days after the end of each month), or more frequent basis, as requested by Agent Lender, an aged trial balance of such Borrower's existing accounts payable. Each Borrower shall provide AgentLender, as requested by AgentLender, such other schedules, documents and/or information regarding the Collateral as Agent Lender may require.