Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. (a) The LenderBorrowers shall establish and maintain, at any time their expense, Cash Management Accounts pursuant to Section 8.01(a) into which the Borrowers shall promptly deposit and shall direct their respective Account Debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. (b) For purposes of calculating the amount of Loans available to the Borrowers, subject to Section 4.04, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative Agent of immediately available funds in the Administrative Agent's Account, provided such payments and notice thereof are received in accordance with the Administrative Agent's usual and customary practices as in effect from time to time following and within sufficient time to credit the occurrence of an Event of Default which is a continuing Event of DefaultBorrowers' Loan Account on such day, and unless if not, then on the next Business Day. (c) Each Loan Party and until its respective directors, employees, agents or Subsidiaries shall, acting as trustee for the same is cured (if Borrower has Administrative Agent, receive, as the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all property of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityAdministrative Agent, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Accounts or Inventory which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Cash Management Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with any Loan Party's own funds. The Borrowers agree to reimburse the Administrative Agent on demand for any amounts owed or paid to any bank or other evidences financial institution at which a Cash Management Account or any other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of payment that may come into funds to or from the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any Cash Management Accounts arising out of the AccountsAdministrative Agent's payments to or indemnification of such bank, drafts against customers, assignments and verifications financial institution or other Person. The obligations of Accounts and notices the Borrowers to Customers; (c) reimburse the Administrative Agent for such amounts pursuant to send verifications of Accounts to any customer; (d) to notify this Section 3.02 shall survive the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent termination of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender, at any time or from time to time following Bank hereby authorizes the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority Debtor to collect all Accounts from the Account Debtors. The Proceeds of Accounts and-may exercise any or all so collected b y the Debtor shall be received and held by the Debtor in trust for the Bank. After a default hereunder, the Debtor shall deliver to the Bank within one day of the rights contained herein to directly collect receipt thereof by the Debtor all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver Proceeds in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment form of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptancescash, checks, drafts, money orders notes and other remittances received in payment of or other evidences on account of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Debtor's Accounts. Such proceeds shall be deposited in a special non-interest bearing bank account (the "Cash Collateral Account") maintained with the Bank over which the Bank alone shall have power of withdrawal. All Proceeds other than cash shall be deposited in precisely the form in which received, drafts against customersexcept for the addition thereto of the endorsement of the Debtor when necessary to permit collection of the items, assignments which endorsement the Debtor agrees to make. The Debtor will not commingle any such Proceeds with any of the Debtor's other funds or property but will hold them separate and verifications apart from any other funds or property and upon an express trust for the Bank until deposit thereof is made in the Cash Collateral Account. Periodically, at the Bank's discretion, the Bank will apply all or any part of the collected Proceeds of Accounts on deposit in the Cash Collateral Account to the payment in full or in part of such of the Liabilities and notices in such order as the Bank may elect. The authority hereby given to Customers; (c) the Debtor to send verifications collect the Proceeds of Accounts in trust for the Bank may be terminated by the Bank at any time. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any customer; (d) Account, to notify institute legal action for the Post Office authorities to change the address for delivery collection of mail addressed to the Borrower; (f) any Account, and to do all other acts and things necessary, proper, necessary or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementincidental thereto. The power of attorney Debtor hereby granted, being coupled with an interest, is irrevocable while any of ratifies all that the Obligations remain unpaidBank shall do by virtue hereof. The Lender mayBank may at any time, after default hereunder, without notice to or the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request the Debtor shall so notify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Bank. Without the written consent from of the BorrowerBank, xxx upon or otherwise collectthe Debtor shall not compromise, discharge, extend the time of for payment of or compromise otherwise grant any indulgence or settle allowance with respect to any Account, except for cashimmaterial discounts, credit credits, rebates or otherwise upon any terms, any reductions in the ordinary course of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofbusiness consistent with past practice.

Collection of Accounts. The Lender, at any time (a) On or from time prior to time the date that is thirty (30) days (or such later date as Administrative Agent may agree in its sole discretion) following the occurrence Closing Date, all receipts of an Event of Default which is a continuing Event of Defaultcash, cash equivalents, checks, credit card receipts, drafts, instruments, and unless and until the same is cured (if Borrower has the right to cure such Event other items of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all payment arising out of the rights contained herein to directly collect all Accounts. Upon such a termination performance of services or the sale of inventory or other Property of the Borrower's authorityLoan Parties or the creation of accounts receivable, the Lender shall have the right including without limitation, insurance proceeds and tax refunds (referred to send notice of assignment or notice as “Receipts”), and all Property of the Lender's Loan Parties in which Administrative Agent has a security interest to any and all customers or any third party holding Lien, shall be deposited daily into one or otherwise concerned with any more of the Blocked Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver held in the Lender's name or the Borrower's name any and all checks, drafts and other instruments trust by such Loan Party for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument Administrative Agent until so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; deposited. (b) to sign In the Borrower's name on event, notwithstanding the provisions of this Section, any invoice relating to Loan Party receives or otherwise has possession or control of any Receipts, or any proceeds or collections of any Property of the AccountsLoan Parties in which Administrative Agent has a security interest or Lien, drafts against customerssuch Receipts, assignments proceeds, and verifications of Accounts collections shall be held in trust by such Loan Party for Administrative Agent and notices shall be promptly transferred to Customers; the Collection Account (or, if applicable, another Blocked Account). (c) From and after the date that is thirty (30) days following the Closing Date, Borrower will not intentionally or knowingly permit any Receipts to send verifications be commingled with cash, funds or other Property of Accounts any Affiliate of Borrower (excluding, for the avoidance of doubt, inadvertent commingling arising as a result of an Account Debtor’s failure to correctly comply with given payment instructions). In the event any customer; Affiliate of Borrower receives or otherwise has possession or control of any Receipts, Borrower shall cause such Affiliate to immediately transfer such Receipts to a Blocked Account or the Collection Account. (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do Borrower shall deposit all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law Net Cash Proceeds received in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower respect of any of Disposition or Extraordinary Receipt in the terms and conditions thereofCollection Account.

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, (a) Secured Party hereby authorizes and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority permits Debtor to collect the Accounts and-from its debtors. This privilege may exercise be terminated by Secured Party at any or time after notice from Secured Party upon the occurrence and during the continuance of a Triggering Event under the Settlement and Restructuring Agreement (a "Notice of Default"), and Debtor shall execute, upon demand therefor, such assignments so as to vest in Secured Party full title to the Accounts (to the extent permitted under applicable law), and Secured Party thereupon shall be entitled to and have all of the rights contained herein ownership, title, rights, securities and guarantees of Debtor with respect thereto, and with respect to directly collect all Accounts. Upon such a termination the property evidenced thereby, including the right of stoppage in transit, and Secured Party may notify any debtor or debtors of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice assignments of the Lender's security interest Accounts and collect the same; thereafter, Debtor will receive all payments on the Accounts as agent of and for Secured Party and will transmit to any Secured Party, on the day of receipt thereof, all original checks, drafts, acceptances, notes and all customers other evidence of payment received in payment of or any third party holding or otherwise concerned with any on account of the Accounts, including all cash moneys similarly received by Debtor. Until such delivery, Debtor shall keep all such remittances separate and thereafter apart from Debtor's own funds, capable of identification as the Lender property of Secured Party, and shall have hold the sole right same in trust for Secured Party. After Notice of Default from the Secured Party, all items or amounts that are delivered by Debtor to collect the Receivables and take possession Secured Party on account of partial or full payment or otherwise as Proceeds of any of the Accounts and Records relating thereto. All Collateral shall be deposited in accordance with the terms of the Lender's collection expenses shall be charged Settlement and Restructuring Agreement. To the extent permitted by law, Secured Party or its representatives is hereby authorized to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as providedendorse, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name of Debtor, any item, howsoever received by Secured Party, representing any payment on or other proceeds of any of the Collateral, and may endorse or sign the name of Debtor to any accounts, invoices, assignments, financing statements, notices to debtors, bills of lading, storage receipts, or other instruments or documents in respect to Accounts or the Borrower's name any and property covered thereby requested by Secured Party. Debtor shall promptly give Secured Party, upon demand, copies of all checks, drafts and other instruments for the payment of money relating to the Accounts, to be accompanied by such information and the Borrower hereby waives notice by such documents or copies thereof as Secured Party may reasonably require. After Notice of presentmentDefault from Secured Party, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power Debtor shall maintain such records with respect to the Accounts: (a) Accounts and the conduct and operation of its business as Secured Party may reasonably request, and will furnish to indorse Secured Party all information with respect to the Borrower's name upon any noteAccounts and the conduct and operation of its business, acceptancesincluding balance sheets, checksoperating statements and other financial information, drafts, money orders or other evidences of payment that as Secured Party may come into the Lender's possession; reasonably request from time to time. (b) Until such time as Secured Party shall notify Debtor of the revocation of such power and authority by reason of an a Triggering Event (and effective only during the continuance thereof), Debtor (i) may, only in the ordinary course of business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by Debtor for such purpose; (ii) may use and consume any raw materials, work in process or materials, the use and consumption of which is necessary in order to sign carry on Debtor's business at the Borrower's name on any invoice relating Facilities; (iii) replace Equipment in accordance with the provisions of the Lease; and (iv) shall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the AccountsCollateral, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify including the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts taking of such attorney or designee are hereby ratified and approvedaction with respect to such collection as Secured Party may reasonably request or, and in the absence of such attorney or designee request, as Debtor may deem advisable. A sale in the ordinary course of business shall not be liable for any acts include a transfer in partial or total satisfaction of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofa debt.

Collection of Accounts. 9.1 The Lender, at any time or from time to time following Debtor may collect its Accounts in the ordinary course of its business until the occurrence of an Event of Default which is a continuing Default. Upon the occurrence of an Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender Secured Party shall have the right (i) to send notice notify all account debtors and obligors of assignment or notice of Accounts that the Lender's Secured Party has a security interest therein and that such Accounts have been assigned to any the Secured Party and (ii) to direct all such persons to make payments to the Secured Party of all sums owing by them to the Debtor. All collections made by the Debtor during the existence of an Event of Default shall be held in trust by the Debtor for the Secured Party. Any and all customers disbursements for costs and expenses incurred or any third party holding paid by the Secured Party with respect to the enforcement, collection or otherwise concerned with any protection of its interest in the Accounts, whether by suit or otherwise, or notification to account debtors and thereafter obligors, including reasonable attorneys' fees, court costs and similar expenses, if any, shall become a part of the Lender Obligations secured by the Collateral, payable on demand. 9.2 The Debtor, at such intervals as the Secured Party may determine, shall have permit representatives of the sole right Secured Party to collect inspect all invoices and other documents relating to Accounts, provided, however, that such inspections shall not interfere unreasonably with the Receivables and take possession operations of the Debtor. The Debtor shall promptly inform the Secured Party of (i) any disputes with any account debtor or obligor relating to the Accounts and Records relating thereto(ii) any claimed offset and counterclaim which may be asserted with respect to any Account. 9.3 Upon the occurrence of an Event of Default, 9.31 the Debtor shall keep all collections separate and apart from all of Debtor's other funds and property. All Such funds shall be delivered to the Secured Party at the time and in the form designated by the Secured Party; 9.32 all collections of Accounts shall be set forth on itemized schedules, showing the name of the Lender's collection expenses account debtor, the amount of each payment, and such other information as the Secured Party may request; and 9.33 the proceeds of the collections when received by the Debtor shall be charged deposited into an account designated by the Secured Party. This account shall be subject to the Borrower's account sole control of the Secured Party, and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender Secured Party shall have the right at all times in its sole discretion to receive, indorse, assign and deliver apply all or part of the monies in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the said account to payment of money relating the Obligations. The Secured Party, in its sole discretion, may release to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of Debtor all or any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any part of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law monies held in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofsaid account.

Collection of Accounts. The Lender, at any time or from time to time following Bank hereby authorizes the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority Debtor to collect all Accounts from the Account Debtors. The Proceeds of Accounts and-may exercise any or all so collected by the Debtor shall be received and held by the Debtor in trust for the Bank. Unless otherwise agreed by the Bank, the Debtor shall deliver to the Bank within one day of the rights contained herein to directly collect receipt thereof by the Debtor all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver Proceeds in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment form of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptancescash, checks, drafts, money orders notes and other remittances received in payment of or other evidences on account of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Debtor's Accounts. Such Proceeds shall be deposited in a special non-interest bearing bank account (the "Cash Collateral Account") maintained with the Bank over which the Bank alone shall have power of withdrawal. All Proceeds other than cash shall be deposited in precisely the form in which received, drafts against customersexcept for the addition thereto of the endorsement of the Debtor when necessary to permit collection of the items, assignments which endorsement the Debtor agrees to make. The Debtor will not commingle any such Proceeds with any of the Debtor's other funds or property but will hold them separate and verifications apart from any other funds or property and upon an express trust for the Bank until deposit thereof is made in the Cash Collateral Account. Periodically, at the Bank's discretion, the Bank will apply all or any part of the collected Proceeds of Accounts on deposit in the Cash Collateral Account to the payment in full or in part of such of the Liabilities and notices in such order as the Bank may elect. The authority hereby given to Customers; (c) the Debtor to send verifications collect the Proceeds of Accounts in trust for the Bank may be terminated by the Bank at any time. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any customer; (d) Account, to notify institute legal action for the Post Office authorities to change the address for delivery collection of mail addressed to the Borrower; (f) any Account, and to do all other acts and things necessary, proper, necessary or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementincidental thereto. The power of attorney Debtor hereby granted, being coupled with an interest, is irrevocable while any of ratifies all that the Obligations remain unpaidBank shall do by virtue hereof. The Lender mayBank may at any time, without notice to or the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request the Debtor shall so notify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Bank. Without the written consent from of the BorrowerBank, xxx upon or otherwise collectthe Debtor shall not compromise, discharge, extend the time of for payment of or compromise otherwise grant any indulgence or settle for cash, credit or otherwise upon allowance with respect to any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofAccount.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) Bank is authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, and unless and until or itself to notify, either in its own name or in the same is cured (if Borrower has the right to cure such Event name of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise , all or any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority’s account debtors, and any other person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and to request in its name, in the Lender shall have name of Borrower or in the right to send notice name of assignment a third person, confirmation from any such account debtor or notice other person of the Lender's amount payable and any other matter stated therein or relating thereto, (ii) to demand, collect, settle, compromise for, recover payment of, to hold as additional security interest for the Obligations and to apply against the Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (iii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accountsname of Borrower, (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cvi) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at anytime and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligations owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at anytime prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The (a) Borrowing Base Parties shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to Agent into which Borrowing Base Parties shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowing Base Parties shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. With respect to the disbursement accounts of Borrowing Base Parties (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds deposited into the disbursement accounts to the Agent Payment Account at any time that an Event of Default shall exist or have occurred and be continuing. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the same Business Day as the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time following there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the occurrence of an Event of Default which is Interest Rate for Revolving Loans that are Prime Rate Loans (on a continuing Event of Default, and unless and until per annum basis) multiplied by the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all amount of the rights contained herein to directly collect all Accountsfunds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. Upon such a termination The economic benefit of the Borrower's authoritytiming in the application of payments (and the administrative charge with respect thereto, the Lender if applicable) shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have be for the sole right to collect the Receivables benefit of Agent. (c) Each Borrower and take possession of the Accounts Guarantor and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as providedtrustee for Agent, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon property of Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Accounts or other evidences of payment that may Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the Lender's possession; (b) same to sign be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's name ’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any invoice relating amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the AccountsBlocked Accounts arising out of Agent’s payments to or indemnification of such bank, drafts against customers, assignments and verifications financial institution or other person. The obligations of Accounts and notices Borrowers to Customers; (c) reimburse Agent for such amounts pursuant to send verifications of Accounts to any customer; (d) to notify this Section 6.3 shall survive the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent termination of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5 , all of which may be exercised by Bank upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accountsname of Borrower, (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice or bxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after and Event of Default with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice and then lapse of any required period of time, would be an Event of Default, at Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice and then lapse of any required period of time, would be an Event of Default, Bank may at anytime and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to Bank under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Revolving Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice and then lapse of any required period of time, would be an Event of Default, Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Revolving Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and Bank has no further obligation to make Advances, Bank shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The LenderBorrower shall have the privilege of collecting the Accounts in trust for CoastFed, at Borrower's sole cost and expense, which privilege may be revoked by CoastFed at any time. All monies, checks, notes, drafts, money orders, acceptances and other things of value and items of payment, together with any and all related vouchers, identifications, communications and other data, documents and instruments, collected or received by Borrower (or by any receiver, trustee, custodian or successor in interest of Borrower, or by any person acting on behalf of Borrower) in payment of, or in reference to, the Accounts shall belong to CoastFed, and, not later than one (1) day after receipt thereof by Borrower, Borrower shall deliver the same to CoastFed, at CoastFed's office (or, if so directed by CoastFed, Borrower shall deposit the same in CoastFed's account in a bank designated by CoastFed) in the original form in which the same are received, together with any necessary endorsements, including, without limitation, the indorsement of Borrower, all of which indorsements shall be with recourse. Borrower shall have no right, and agrees not to commingle any of the proceeds of any of the collections of the Accounts with Borrower's own funds and Borrower agrees not to use, divert or withhold any such proceeds. Borrower hereby divests itself of all dominion over the Accounts and the proceeds thereof and collections received thereon. Borrower shall make entries on its books and records in form satisfactory to CoastFed disclosing the absolute and unconditional assignment of all Accounts to CoastFed and CoastFed's security interest therein and shall keep a separate account on its record books of all collections received thereon. Borrower agrees that it will, upon request after an uncured Event of Default by CoastFed and in such form and at such times as CoastFed shall request, give notice to the Account Debtors of the assignment of and the grant of a security interest in the Accounts to CoastFed and that in the event of an uncured Event of Default CoastFed may itself give such notice at any time or and from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the in CoastFed's or Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender mayname, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of requiring such Account Debtors to pay the Accounts directly to CoastFed, and in any such event, Borrower's privilege of collecting the Accounts shall automatically be revoked. CoastFed may also revoke Borrower's privilege of collecting the Accounts at any time by giving notice thereof to Borrower (orally or any securities, instruments or insurances applicable thereto or release the obligor thereonin writing). The Lender is authorized CoastFed may charge to Borrower's account all costs and empowered to accept the return of the goods represented expenses incurred by any of the CoastFed in collecting Accounts, including, without notice to or consent by the Borrowerlimitation, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does notpostage, by anything herein or in any assignment or otherwisetelephone and telegraph charges, assume any reasonable and applicable salaries of the Borrower's obligations under any contract or agreement assigned to the LenderCoastFed personnel, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofattorneys' fees.

Collection of Accounts. (a) On or before the Closing Date, the Borrowers and their Subsidiaries shall (i) direct all of their Account Debtors to make all payments on Accounts directly to one or more Lock Boxes or Controlled Accounts (except that the Agent and the Lenders acknowledge that payments made by patients at the time such patients receive goods and services at a facility of a Borrower would not be directed to be remitted to a Lock Box), (ii) establish Controlled Accounts with the Agent or such other financial institutions as shall be acceptable to the Agent, into which all payments received in the Lock Boxes shall be deposited, and into which the Borrowers will promptly deposit all payments made for inventory or services sold or rendered by the Borrowers and received by the Borrowers in the identical form in which such payments were made, whether by cash or check, and (iii) cause each Subsidiary and Affiliate, and any other Person acting for or in concert with the Borrowers or their Subsidiaries that receives any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, to promptly remit the same (or cause the same to be remitted) in hand to the Controlled Accounts; PROVIDED that, (x) for purposes of administrative convenience, the Agent may in its reasonable discretion, permit the Borrowers and their Subsidiaries from time to time to maintain one or more accounts with one or more financial institutions other than the Agent and with such maximum cash balances as the Agent deems appropriate, and for which the Borrowers and their Subsidiaries may, at the discretion of the Agent, be permitted to have direct access, and (y) so long as no Revolving Credit Loans or Letters of Credit shall be outstanding, the Borrowers shall be permitted to have access to the funds in all Controlled Accounts unless and until such time as the Agent shall have notified the financial institutions where Controlled Accounts are maintained that the Agent has elected to revoke the Borrowers' access to the funds in such Controlled Accounts. (b) The LenderBorrowers hereby represent and warrant to the Agent that the Borrowers have delivered Account Debtor Notices to all InsCos and HMOs that are Account Debtors of the Borrowers as of the Closing Date, and the Borrowers hereby covenant and agree to deliver Account Debtor Notices to all additional InsCos and HMOs that become Account Debtors of the Borrowers after the Closing Date. (c) The Borrowers and their Subsidiaries agree to pay all reasonable fees, costs and expenses which the Borrowers and their Subsidiaries incur in connection with opening and maintaining any Lock Box and Controlled Account. All of such fees, costs and expenses which remain unpaid pursuant to any Lock Box or Controlled Account Agreement with the Borrowers and their Subsidiaries, to the extent same shall have been paid by the Agent hereunder, shall constitute Loans hereunder, shall be payable to the Agent by the Borrowers and their Subsidiaries upon demand, and, until paid, shall bear interest at the highest rate then applicable to Base Rate Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to the Agent in kind shall be endorsed by the Borrowers and their Subsidiaries, to the Agent, and, if that endorsement of any such item shall not be made for any reason, the Agent is hereby irrevocably authorized to endorse the same on behalf of the Borrowers and their Subsidiaries, notwithstanding the inclusion on any such item of restrictive notations such as "paid in full", "balance of account", or other restrictions. For the purpose of this Section 4.04(c) and effective so long as this Agreement shall remain in force and effect, each of the Borrowers and their Subsidiaries irrevocably hereby makes, constitutes and appoints the Agent (and all Persons designated by the Agent for that purpose) as such Borrower's or such Subsidiary's true and lawful attorney and agent-in-fact (i) to endorse the name of such Borrower or Subsidiary upon said items of payment and/or proceeds of Collateral of the Borrowers and their Subsidiaries and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account receivable of the Borrowers and their Subsidiaries or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; (iii) to have access to any Lock Box or postal box into which any checks or other forms of payment in respect of accounts receivable of the Borrowers and their Subsidiaries are remitted; and (iv) open all mail containing checks and other forms of payment in respect of accounts receivable of the Borrowers and their Subsidiaries and process such checks and other forms of payment. (d) The Agent (and all Persons designated by the Agent for such purpose) may, at any time or and from time to time following after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any accounts receivable or contract rights of the Borrowers and their Subsidiaries by suit or otherwise; (ii) exercise all of the rights and remedies of the Borrowers and their Subsidiaries with respect to proceedings brought to collect any accounts receivable; (iii) surrender, release or exchange all or any part of any accounts receivable of the Borrowers and their Subsidiaries, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any account receivable of the Borrowers and their Subsidiaries upon such terms, for such amount and at such time or times as the Agent deems advisable; (v) prepare, file and sign the names of the Borrowers and their Subsidiaries on any proof of claim in bankruptcy or other similar document against any account debtor indebted on an account receivable of the Borrowers and their Subsidiaries; and (vi) do all other acts and things which are necessary, in the Agent's sole discretion, to fulfill the Obligations of the Borrowers and their Subsidiaries under this Agreement and to allow the Agent to collect the accounts receivable. In addition to any other provision hereof or in any of the other Facility Documents, the Agent may at any time on or after the occurrence of an Event of Default which is a continuing Event of Default, and unless and until at the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all sole expense of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityBorrowers and their Subsidiaries, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to notify any and all customers or any third party holding or otherwise concerned with parties obligated on any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession accounts receivable of the Accounts Borrowers and Records relating thereto. All of the Lender's collection expenses shall be charged their Subsidiaries to make payment directly to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment Agent of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender amounts due or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofbecome due thereunder.

Collection of Accounts. The Lender, at any time or from time to time following Bank hereby authorizes the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority Debtor to collect all Accounts from the Account Debtors. The Proceeds of Accounts and-may exercise so collected by the Debtor shall be received and held by the Debtor in trust for the Bank. Unless otherwise agreed by the Bank, but only in the event Debtor is in default under the Line of Credit Agreement, the Term Loan Agreement, this Agreement or any other loan agreement or all loan document with Bank, the Debtor shall deliver to the Bank within one day of the rights contained herein to directly collect receipt thereof by the Debtor all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver Proceeds in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment form of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptancescash, checks, drafts, money orders notes and other remittances received in payment of or other evidences on account of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Debtor's Accounts. Such Proceeds shall be deposited in a special non-interest bearing bank account (the "Cash Collateral Account") maintained with the Bank over which the Bank alone shall have power of withdrawal. All Proceeds other than cash shall be deposited in precisely the form in which received, drafts against customersexcept for the addition thereto of the endorsement of the Debtor when necessary to permit collection of the items, assignments which endorsement the Debtor agrees to make. The Debtor will not commingle any such Proceeds with any of the Debtor's other funds or property but will hold them separate and verifications apart from any other funds or property and upon an express trust for the Bank until deposit thereof is made in the Cash Collateral Account. Periodically, at the Bank's discretion, the Bank will apply all or any part of the collected Proceeds of Accounts on deposit in the Cash Collateral Account to the payment in full or in part of such of the Liabilities and notices in such order as the Bank may elect. The authority hereby given to Customers; (c) the Debtor to send verifications collect the Proceeds of Accounts in trust for the Bank may be terminated by the Bank at any time. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any customer; (d) Account, to notify institute legal action for the Post Office authorities to change the address for delivery collection of mail addressed to the Borrower; (f) any Account, and to do all other acts and things necessary, proper, necessary or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementincidental thereto. The power of attorney Debtor hereby granted, being coupled with an interest, is irrevocable while any of ratifies all that the Obligations remain unpaidBank shall do by virtue hereof. The Lender mayBank may at any time, without notice to or the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request the Debtor shall so notify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Bank. Without the written consent from of the BorrowerBank, xxx upon or otherwise collectthe Debtor shall not compromise, discharge, extend the time of for payment of or compromise otherwise grant any indulgence or settle for cashallowance with respect to any Account. Notwithstanding anything in this paragraph to the contrary, credit or otherwise upon any termsthe rights of Bank under this paragraph shall arise only in the event Debtor is in default under the Line of Credit Agreement, any of the Accounts Term Loan Agreement or any securities, instruments other loan agreement or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofloan document with Bank.

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and collect all customers or any third party holding or otherwise concerned with any of the Accounts, unless and thereafter the Lender until a Default or an Event of Default has occurred and is continuing. Whether or not an Event of Default has occurred and is continuing, Borrower shall have the sole right hold all payments on, and proceeds of, Accounts in trust for Silicon ** and Borrower shall immediately deliver all such payments and proceeds to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall Silicon in their original form, duly endorsed, to be charged applied to the Borrower's account and added to the ObligationsObligations in such order as Silicon shall determine. If the Lender is collecting the Accounts as providedSilicon may, the Lender shall have the right to receivein its good faith business judgment, indorse, assign and deliver in the Lender's name or the Borrower's name any and require that all checks, drafts and other instruments for the payment proceeds of money relating to the Accounts, and the Collateral be deposited by Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, propera lockbox account, or convenient such other "blocked account" as Silicon may specify, pursuant to carry out the terms and conditions and purposes and intent of this Agreementa blocked account agreement in such form as Silicon may specify in its good faith business judgment. All acts of such attorney or designee are hereby ratified and approved* COLLECTION OF ACCOUNTS; DOMINION ACCOUNT ** . FROM AND AFTER THE DATE (IF EVER) THAT BORROWER MAINTAINS LESS THAN THE DESIGNATED AMOUNT (AS DEFINED BELOW) OF UNRESTRICTED CASH ON DEPOSIT IN BORROWER'S DEPOSIT ACCOUNTS AT SILICON OR THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoingBORROWER SHALL IMMEDIATELY DELIVER ALL SUCH PAYMENTS AND PROCEEDS, nor for any error of judgment or mistake of fact of law in accordance with this AgreementIN THEIR ORIGINAL FORM, DULY ENDORSED, AND ALL OTHER MONETARY PROCEEDS OF COLLATERAL, INTO SUCH LOCKBOX ACCOUNT OR OTHER "BLOCKED ACCOUNT" AS SILICON MAY SPECIFY, PURSUANT TO A LOCKBOX/BLOCKED ACCOUNT AGREEMENT IN SUCH FORM AS SILICON MAY SPECIFY IN ITS GOOD FAITH BUSINESS JUDGMENT (THE "DOMINION ACCOUNT"). The power of attorney hereby grantedSILICON SHALL HAVE THE RIGHT, being coupled with an interestUPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, is irrevocable while any of the Obligations remain unpaidTO APPLY ALL SUCH PAYMENTS ON, AND PROCEEDS OF, ACCOUNTS AND OTHER PROCEEDS OF COLLATERAL (INCLUDING AMOUNTS IN THE DOMINION ACCOUNT) TO THE OBLIGATIONS IN SUCH ORDER AS SILICON SHALL DETERMINE. The Lender mayAS USED HEREIN, without notice to or consent from the BorrowerTHE TERM "DESIGNATED AMOUNT" MEANS, xxx upon or otherwise collectAS OF ANY DATE OF DETERMINATION, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofTHE SUM OF (y) $4,000,000 PLUS (z) THE AGGREGATE OUTSTANDING AMOUNT OF OBLIGATIONS (IF ANY).

Collection of Accounts. The Lender5183800 x00 (a) Each Borrower shall, and shall cause each of its Restricted Subsidiaries, at its expense, to enforce, collect and receive all amounts owing on its Accounts in the ordinary course of its business and any time proceeds it so receives shall be subject to the terms hereof. On the occurrence of and during the continuance of an Event of Default, (i) any proceeds received by a Credit Party in respect of Accounts, and any cheques, cash, credit card sales and receipts, notes or other instruments or property received by a Credit Party with respect to any Collateral, shall be held by such Credit Party in trust for the Agent, separate from such Credit Party’s other property and funds, and promptly turned over to the Agent with proper assignments or endorsements by deposit to the Blocked Accounts, and (ii) each Credit Party’s rights to enforce, collect and receive all amounts owing on the Accounts shall be terminated upon notice by the Agent to such Credit Party. (b) Tembec Industries and, no later than 30 days following the date of this Agreement, Spruce Falls, shall, and shall cause each of its Restricted Subsidiaries to: (i) indicate on all of its invoices that funds should be delivered to and deposited in a Blocked Account; (ii) direct all of its account debtors to deposit any and all proceeds of Collateral into the Blocked Accounts; (iii) irrevocably authorize and direct any banks which maintain initial receipt of cash, cheques and other items for such Borrower or any of its Restricted Subsidiaries relating to the Collateral to promptly wire transfer all available funds to such Borrower’s or Restricted Subsidiary’s Blocked Account; and (iv) advise all such banks of the Agent’s security interest in such funds. Each Borrower shall, and shall cause each of its Restricted Subsidiaries to, provide the Agent with prior written notice of any and all Bank Accounts opened or to be opened by it subsequent to the Closing Date. All amounts received by the Agent in payment of Accounts will be credited to the Revolving Loan Account of such Borrower when the Agent is advised by its bank of its receipt of “collected funds” at the Agent’s bank account in Toronto, Ontario on the Business Day of such advice if advised no later than 12:00 p.m., Toronto time, or on the next succeeding Business Day if so advised after 12:00 p.m., Toronto time. No cheques, drafts or other instrument received by the Agent shall constitute final payment to the Agent unless and until such instruments have actually been collected. (c) Tembec Industries and, no later than 30 days following the date of this Agreement, Spruce Falls, shall, and shall cause each of its Restricted Subsidiaries to, establish and maintain, in its own respective name and at its expense, deposit accounts with such banks as are acceptable to the Agent (the “Blocked Accounts”) into which such Borrower or Restricted Subsidiary shall promptly cause to be deposited: (i) all proceeds of Collateral received by such Borrower or Restricted Subsidiary, including all amounts payable to such Borrower or Restricted Subsidiary from credit card issuers and credit card processors, and (ii) all amounts on deposit in deposit accounts used by such Borrower or Restricted Subsidiary at each of its locations, all as further provided in Section 3.4(b) . As at the date of this Agreement, with respect to Tembec Industries and no later than 30 days following the date of this 5183878 v13 Agreement with respect to Spruce Falls, the Agent, the banks at which the Blocked Accounts are established and the relevant Borrower have entered or shall have entered into three-party agreements, in form and substance satisfactory to the Agent (the “Blocked Account Agreements”), providing that, amongst other things, all cash, cheques and items received or deposited in the Blocked Accounts are subject to Liens in favour of the Agent, that the depository bank has no Lien upon, or right of set off against, the Blocked Accounts and any cash, cheques, items, wires or other funds from time to time on deposit therein, except as otherwise provided in the Blocked Account Agreements, and that at any time during a Non-Availability Period or upon the occurrence and during the continuance of a Default or Event of Default (each, an “Activating Event”) then immediately upon written notice from the Agent (an “Activating Notice”), the depository bank will, on a daily basis, wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Accounts to such bank account as the Agent may from time to time designate for such purpose. Each Borrower hereby confirms and agrees that all amounts deposited in such Blocked Accounts whether as proceeds of Inventory or other Collateral, shall be subject to the Liens in favour of the Agent. Upon five Business Days’ written notice by any Borrower, the Agent shall withdraw any Activating Notices previously issued and then in effect if at the time of and since such written notice (i) the Non-Availability Period is no longer in effect; and (ii) no Default or Event of Default has occurred and is continuing. (d) Without prejudice to the Agent’s rights to issue an Activating Notice at any time in its sole discretion following the occurrence of an Activating Event resulting from a Default, the Agent shall use its reasonable discretion in making any decision regarding the issuance of an Activating Notice in connection with an Activating Event resulting from the occurrence of a Non-Availability Period. (e) On each Business Day during which an Activating Notice is in effect, the Agent shall apply all amounts received by it on such Business Day from the Blocked Accounts of any Borrower to any amounts then owing by such Borrower in respect of any outstanding Revolving Loans of such Borrower. If on any such Business Day the amount received by the Agent from the Blocked Accounts of any Borrower exceeds the amounts then owing by such Borrower in respect of any Revolving Loans of such Borrower (after given effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Agent for and on behalf of such Borrower and the Agent shall pay such Surplus Amount to such Borrower (i) no later than the end of such Business Day, provided that amounts were received by the Agent from the relevant Blocked Accounts prior to 12:00 p.m., Toronto time, on such Business Day and (ii) if such amounts were received by the Agent after 12:00 p.m., Toronto time, on such Business Day, no later than 12:00 p.m., Toronto time, on the next Business Day. This Section 3.4(e) shall not apply at any time that an Event of Default which has occurred and is a continuing Event continuing, or at any time and to the extent that the Agent is entitled pursuant to Section 11.1 to retain and withhold 5183878 v13 amounts otherwise payable by the Agent to, or held by the Agent for the account of, any Borrower. Notwithstanding the foregoing, at any time that all Obligations of Default, and unless and until the same is cured (if any Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityare satisfied in full, the Lender Agent shall have return the right Surplus Amount to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the such Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofSection 3.4(e) .

Collection of Accounts. The Lender, at any time or from time to time following (a) Until the occurrence of an Event of Default which that is a continuing Event of Defaultcontinuing, and unless and until the same is cured (if each Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly shall collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right receive all payments relating to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter shall promptly deposit all such collections into a Payment Account established for the Lender shall have the sole right to collect the Receivables and take possession account of the Accounts Borrowers at a bank acceptable to the Borrowers and Records relating theretothe Lender. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money collections relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of Accounts received in any instrument so endorsed. If the Lender is collecting the Accounts, such Payment Account or directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging Borrowers or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and all funds in any Payment Account or other account to which such collections are deposited, shall be the sole property of the Lender and subject to the Lender's sole control. After the occurrence of an Event of Default that is continuing, the Lender may, at any time, notify obligors that the Accounts have been assigned to the Lender and of the Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrowers' loan account. After the occurrence of an Event of Default that is continuing, each Borrower, at Lender's request, shall execute and deliver to the Lender such documents as the Lender shall not be responsible require to grant the Lender access to any post office box in any way which collections of Accounts are received. (a) If sales of Inventory are made for cash, each Borrower shall immediately deliver to the performance Lender the identical checks, cash, or other forms of payment which the Borrower receives. (b) All payments received by the Borrower Lender on account of any Accounts or as Proceeds of other Collateral will be the Lender's sole property and will be credited to the Borrowers' loan account (conditional upon final collection) after allowing one (1) Business Day for collection. (c) In the event the Borrowers repay all of the terms and conditions Obligations upon the termination of this Agreement, other than through the Lender's receipt of payments on account of Accounts or Proceeds of other Collateral, such payment will be credited (conditional upon final collection) to the Borrowers' loan account one (1) Business Day after the Lender's receipt thereof.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank upon the occurrence and during the continuation of an Event of Default which Default. (a) Bank is a continuing Event authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, or itself to notify, either in its own name or in the name of DefaultBorrower, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise all or any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority’s account debtors, and any other person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and to request in its name, in the Lender shall have name of Borrower or in the right to send notice name of assignment a third person, confirmation from any such account debtor or notice other person of the Lender's amount payable and any other matter stated therein or relating thereto; (ii) to demand, collect, settle, compromise for, recover payment of, to hold as additional security interest for the Obligations, and to apply against the Obligations, any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (iii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation owed to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cvi) to send verifications dispose of any Collateral constituting Accounts and to convert any Collateral constituting Accounts into other forms of Collateral. However, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as an Event of Default is continuing, any Account pledged and assigned to Bank remains unpaid, and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at any time and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligation owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at any time prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The (a) Each Borrower shall establish and maintain, at its expense, a blocked account or lockboxes and related blocked accounts (in either case, each a "BLOCKED ACCOUNT" and collectively the "BLOCKED ACCOUNTS"), as Lender may specify, with such bank or banks as are acceptable to Lender into which such Borrower shall promptly, and any other Subsidiary of GLC may, deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each bank at which a Blocked Account is established shall enter into an agreement, in form and substance satisfactory to Lender, at providing (unless otherwise agreed to by Lender) that all items received or deposited in such Blocked Account (other than the proceeds of accounts receivable or other property of any time Subsidiary of GLC that is not a Borrower or Obligor) are the Collateral of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into such Blocked Account to such bank account of Lender as Lender may from time to time designate for such purpose (the "PAYMENT ACCOUNT"). Each Borrower agrees that all amounts deposited in the Blocked Accounts or other funds received and collected by Lender, whether as proceeds of Inventory, the collection of Accounts or other Collateral or otherwise (other than the proceeds of accounts receivable or other property of any Subsidiary of GLC that is not a Borrower or Obligor) shall be the Collateral of Lender. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the occurrence date of an Event receipt of Default which is immediately available funds by Lender in the Payment Account. For purposes of calculating the amount of the Revolving Loans available to a continuing Event Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of Defaultreceipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time) to credit such Borrower's loan account on such day, and unless and until if not, then on the same is cured next Business Day. If no monetary obligations by any Borrower are outstanding on any day, but monetary obligations under the UK Facility or the Canadian Facility are outstanding, or any Letter of Credit Accommodations, Canadian Letter of Credit Accommodations or UK Letter of Credit Accommodations are outstanding on such day, Borrowers shall pay interest at the applicable rate set forth in Section 3.1 on the amount of any payments or other funds that are received by Lender (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all irrespective of the rights contained herein to directly collect all Accountscharacterization of whether receipts are owned by Lender or any Borrower) for such day. Upon such a termination of the Borrower's authorityIf no monetary obligations under this Agreement, the Lender shall have UK Facility or the right to send notice Canadian Facility are outstanding and no Letter of assignment Credit Accommodations, Canadian Letter of Credit Accommodations or notice UK Letter of the Lender's security Credit Accommodations are outstanding on any day, no interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to Borrowers on the Borrower's account amount of any payments or other funds that are received by Lender for such day. (c) Each Borrower and added to all of its affiliates, Subsidiaries, shareholders, directors, employees or agents shall, holding the Obligations. If the Lender is collecting the Accounts as providedsame in trust for Lender, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon property of Lender, any notemonies, acceptancescash, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other evidences of payment that may Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall any such monies, checks, notes, drafts or other payments be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's possession; (b) payments to sign or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, termination or convenient to carry out the terms and conditions and purposes and intent non-renewal of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at the Banks shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by the Banks, or any time or from time to time following of them, upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, but subject to the terms of the Intercreditor Agreement, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, each Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice or bill xx xading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall any Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints each Bank and any employee or representative of each Bank as such Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of such Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither any Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to such Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by a Bank or on behalf of a Bank or Borrower and, if paid or incurred by a Bank, the same shall be an Obligation owing by Borrower to such Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after an Event of Default with any Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with a Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, such Bank’s request and demand to pay money and deliver other property to such Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, at any Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with such Bank or its representative, over which such Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by such Bank as security for the Obligations (and shall be subject to the terms of the Intercreditor Agreement). Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement the Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, the Bank maintaining such account may at anytime and from time to time, in its sole discretion but subject to the terms of the Intercreditor Agreement, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to the Banks under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of all Bank’s obligation to make additional Advances, each Bank will pay over to the Borrower any excess good and collected funds received by such Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, each Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by any Bank, Borrower hereby agrees to pay to such Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lendera Bank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to such Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, each Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to such Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and the Banks have no further obligation to make Advances, the Bank or Banks, as applicable shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, (a) Secured Party hereby authorizes and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority permits Debtor to collect the Accounts and-from its debtors. This privilege may exercise be terminated by Secured Party at any or time after notice from Secured Party upon the occurrence and during the continuance of a Triggering Event under the Settlement and Restructuring Agreement (a "Notice of Default"), and Debtor shall execute, upon demand therefor, such assignments so as to vest in Secured Party full title to the Accounts (to the extent permitted under applicable law), and Secured Party thereupon shall be entitled to and have all of the rights contained herein ownership, title, rights, securities and guarantees of Debtor with respect thereto, and with respect to directly collect all Accounts. Upon such a termination the property evidenced thereby, including the right of stoppage in transit, and Secured Party may notify any debtor or debtors of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice assignments of the Lender's security interest Accounts and collect the same; thereafter, Debtor will receive all payments on the Accounts as agent of and for Secured Party and will transmit to any Secured Party, on the day of receipt thereof, all original checks, drafts, acceptances, notes and all customers other evidence of payment received in payment of or any third party holding or otherwise concerned with any on account of the Accounts, including all cash moneys similarly received by Debtor. Until such delivery, Debtor shall keep all such remittances separate and thereafter apart from Debtor's own funds, capable of identification as the Lender property of Secured Party, and shall have hold the sole right same in trust for Secured Party. After Notice of Default from the Secured Party, all items or amounts that are delivered by Debtor to collect the Receivables and take possession Secured Party on account of partial or full payment or otherwise as Proceeds of any of the Accounts and Records relating thereto. All Collateral shall be deposited in accordance with the terms of the Lender's collection expenses shall be charged Settlement and Restructuring Agreement. To the extent permitted by law, Secured Party or its representatives is hereby authorized to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as providedendorse, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name of Debtor, any item, howsoever received by Secured Party, representing any payment on or other proceeds of any of the Collateral, and may endorse or sign the name of Debtor to any accounts, invoices, assignments, financing statements, notices to debtors, bills of lading, storage receipts, or other instruments or documents in respect to Accounts or the Borrower's name any and property covered thereby requested by Secured Party. Debtor shall promptly give Secured Party, upon demand, copies of all checks, drafts and other instruments for the payment of money relating to the Accounts, to be accompanied by such information and the Borrower hereby waives notice by such documents or copies thereof as Secured Party may reasonably require. After Notice of presentmentDefault from Secured Party, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power Debtor shall maintain such records with respect to the Accounts: (a) Accounts and the conduct and operation of its business as Secured Party may reasonably request, and will furnish to indorse Secured Party all information with respect to the Borrower's name upon any note9 Accounts and the conduct and operation of its business, acceptancesincluding balance sheets, checksoperating statements and other financial information, drafts, money orders or other evidences of payment that as Secured Party may come into the Lender's possession; reasonably request from time to time. (b) Until such time as Secured Party shall notify Debtor of the revocation of such power and authority by reason of an a Triggering Event (and effective only during the continuance thereof), Debtor (i) may, only in the ordinary course of business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by Debtor for such purpose; (ii) may use and consume any raw materials, work in process or materials, the use and consumption of which is necessary in order to sign carry on Debtor's business at the Borrower's name on any invoice relating Facilities; (iii) replace Equipment in accordance with the provisions of the Lease; and (iv) shall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the AccountsCollateral, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify including the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts taking of such attorney or designee are hereby ratified and approvedaction with respect to such collection as Secured Party may reasonably request or, and in the absence of such attorney or designee request, as Debtor may deem advisable. A sale in the ordinary course of business shall not be liable for any acts include a transfer in partial or total satisfaction of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofa debt.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at the Banks shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by the Banks, or any time or from time to time following of them, upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, but subject to the terms of the Intercreditor Agreement, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, each Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice or bill of lxxxxg relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall any Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints each Bank and any employee or representative of each Bank as such Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of such Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither any Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to such Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by a Bank or on behalf of a Bank or Borrower and, if paid or incurred by a Bank, the same shall be an Obligation owing by Borrower to such Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after an Event of Default with any Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with a Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, such Bank’s request and demand to pay money and deliver other property to such Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, at any Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with such Bank or its representative, over which such Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by such Bank as security for the Obligations (and shall be subject to the terms of the Intercreditor Agreement). Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement the Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, the Bank maintaining such account may at anytime and from time to time, in its sole discretion but subject to the terms of the Intercreditor Agreement, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to the Banks under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of all Bank’s obligation to make additional Advances, each Bank will pay over to the Borrower any excess good and collected funds received by such Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, each Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by any Bank, Borrower hereby agrees to pay to such Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lendera Bank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to such Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, each Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to such Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and the Banks have no further obligation to make Advances, the Bank or Banks, as applicable shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The LenderLender may, at any time or and from time to time following after the occurrence and during the continuance of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon enforce collection of any note, acceptances, checks, drafts, money orders of Borrowers’ Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to Borrowers by suit or otherwise; (b) exercise all of Borrowers’ rights and remedies with respect to sign the Borrower's name on proceedings brought to collect any invoice relating Accounts or other amounts owed to Borrowers; (c) surrender, release or exchange all or any part of any Accounts or other amounts owed to any of the AccountsBorrowers, drafts against customers, assignments and verifications of Accounts and notices to Customers; or compromise or extend or renew for any period (cwhether or not longer than the original period) to send verifications of Accounts to any customerindebtedness thereunder; (d) sell or assign any Account of a Borrower or other amount owed to notify the Post Office authorities a Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign a Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the such Borrower; and (f) to do all other acts and things which are necessary, properin Lender’s reasonable discretion, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while fulfill any of the Obligations remain unpaidBorrowers’ obligations under the Loan Documents and to allow Lender to collect the Accounts or other amounts owed to Borrowers. The In addition to any other provision hereof, Lender maymay at any time, without notice to or consent from after the Borroweroccurrence and during the continuance of an Event of Default, xxx upon or otherwise collectat Borrowers’ expense, extend the time of payment of or compromise or settle for cash, credit or otherwise upon notify any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at the Banks shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by the Banks, or any time or from time to time following of them, upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, but subject to the terms of the Intercreditor Agreement, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, each Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice or bill of lxxxxg relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall any Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints each Bank and any employee or representative of each Bank as such Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of such Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither any Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to such Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be home solely by Borrower whether the same are incurred by a Bank or on behalf of a Bank or Borrower and, if paid or incurred by a Bank, the same shall be an Obligation owing by Borrower to such Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after an Event of Default with any Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with a Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, such Bank’s request and demand to pay money and deliver other property to such Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, at any Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with such Bank or its representative, over which such Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by such Bank as security for the Obligations (and shall be subject to the terms of the Intercreditor Agreement). Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement the Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, the Bank maintaining such account may at anytime and from time to time, in its sole discretion but subject to the terms of the Intercreditor Agreement, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to the Banks under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of all Bank’s obligation to make additional Advances, each Bank will pay over to the Borrower any excess good and collected funds received by such Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, each Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by any Bank, Borrower hereby agrees to pay to such Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lendera Bank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to such Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, each Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to such Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and the Banks have no further obligation to make Advances, the Bank or Banks, as applicable shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The LenderLender may, at any time or and from time to time following the occurrence of an Event of during a Default which is a continuing Event of DefaultPeriod, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon enforce collection of any note, acceptances, checks, drafts, money orders of Borrowers’ Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to a Borrower by suit or otherwise; (b) exercise all of each Borrower’s rights and remedies with respect to sign the proceedings brought to collect any Accounts or other amounts owed to such Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) surrender, release or exchange all or any part of any Accounts or other amounts owed to send verifications of Accounts to each Borrower, or compromise or extend or renew for any customerperiod (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of each Borrower or other amount owed to notify the Post Office authorities each Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the such Borrower; and (f) to do all other acts and things which are necessary, properin Xxxxxx’s sole discretion, to fulfill each Borrower’s obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out the terms and conditions and purposes and intent of this Agreementsuch Borrower. All acts of such attorney or designee are hereby ratified and approvedIn addition to any other provision hereof, and such attorney or designee shall not be liable for Lender may at any acts of omission or commission other than acts of intentional wrongdoingtime, nor for during a Default Period, at Borrowers’ expense, notify any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. Until the occurrence of an Event of Default, the Borrower, Xxxxx UK, NIM Holdings and its Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Agent and the Lenders of collecting their Accounts and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Accounts including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Accounts as each of the Borrower, Xxxxx UK, NIM Holdings and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to any Account Debtor, of any lawful rebate, refund or adjustment, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to an Account and may take such other actions relating to the settling of any Account Debtor's claim as may be commercially reasonable. The LenderAgent may, at its option, at any time or from time to time following after and during the occurrence continuance of an Event of Default which is a continuing Event of Defaulthereunder, and unless and until revoke the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged privilege given in this Agreement to the Borrower's account , Xxxxx UK, NIM Holdings and added the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right Account Debtors or giving notice of such revocation to receive, indorse, assign and deliver in the Lender's name or the Borrower's name , Xxxxx UK and/or NIM Holdings. The Agent shall not have any and all checks, drafts and other instruments for the payment of money relating to the Accountsduty to, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon Xxxxx UK and NIM Holdings each hereby releases the Agent and the Lenders from all claims of loss or otherwise collect, extend damage caused by the time of payment of delay or compromise failure to collect or settle for cash, credit or otherwise upon any terms, enforce any of the Accounts or to preserve any securitiesrights against any other party with an interest in the Collateral, instruments unless due to the gross negligence or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return willful misconduct of the goods represented by Agent and/or any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofLenders.

Collection of Accounts. The LenderA. If Paragraph 2.A. or 2.E. above is checked, Bank conditionally authorizes Borrower to collect Accounts from Borrower's Account debtors provided, however, this privilege may be terminated by Bank at any time upon written notice from Bank and, upon mailing such notice, Bank shall have all of Borrower's rights, title, and interest in the Accounts, including a right of stoppage in transit. After notice as aforesaid or from time to time following upon the occurrence of an Event of Default which is a continuing Event (as subsequently defined), Bank may notify any Account debtor(s) of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the LenderBank's security interest in Borrower's Accounts and shall be entitled to collect same, and Borrower will thereafter receive all Accounts payments as the agent of and as trustee for Bank and will deliver to Bank on the day of receipt, all checks, cash, drafts, acceptances, notes and other Accounts payments and, until such delivery, Borrower shall not use or commingle any Accounts payments and shall at all customers times keep all such remittances separate and apart from Borrower's own funds, capable of identification as the Bank's property. After any default, Borrower shall open all mail only in the presence of a Bank representative, who may remove therefrom any Account remittance(s). Bank and its representatives are hereby authorized to endorse in Borrower's name, any item received by the Bank representing any payment on or any third party holding or otherwise concerned with proceeds of any of the AccountsCollateral, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the may sign Borrower's name any and upon all checksAccounts, drafts and invoices, assignments, financing statements, notices to debtors, bills of lading, storage receipts, or other instruments for the payment of money relating or documents in respect to the Accounts, and the proceeds therefrom, or property related thereto. Borrower hereby waives notice shall promptly give Bank copies of presentmentall Accounts statements, protest and non-payment of any instrument so endorsedaccompanied by such additional information, documents, or copies thereof, as Bank may request. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power shall maintain all records with respect to the Accounts: (a) Accounts and with respect to indorse the general conduct and operation of Borrower's name upon business, including balance sheets, operating statements and other financial information, in accordance with generally accepted accounting principles and as Bank may request. B. If Paragraph 2.B. or 2.E. above is checked, until the Bank shall notify Borrower of the revocation of such power and authority, Borrower: (i) may, in the ordinary course of its business only, at Borrower's expense, sell, lease, or furnish under contracts of service any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possessionInventory normally held by Borrower for such purpose; (bii) may use and consume any raw materials, work in process or materials, the use and consumption of which is necessary in order to sign the carry on Borrower's name on any invoice relating business; and (iii) shall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the AccountsCollateral, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify including the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts taking of such attorney collection action as the Bank may request or, in the absence of such request, as Borrower deems advisable. A sale in the ordinary course of business does not include a transfer in partial or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower total satisfaction of any debt of the terms and conditions thereofBorrower.

Collection of Accounts. The Lender, at any time or from time to time following (a) Until the occurrence of an Event of Default which that is a continuing Event of Defaultcontinuing, Borrower shall collect all Accounts, shall receive all payments relating to Accounts, and unless shall promptly deposit all such collections into a Payment Account established for the account of the Borrower at a bank acceptable to the Borrower and until the same is cured (if Lender. All collections relating to Accounts received in any such Payment Account or directly by the Borrower has or the right Lender, and all funds in any Payment Account or other account to cure which such collections are deposited, shall be the sole property of the Lender and subject to the Lender's sole control. After the occurrence of an Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritythat is continuing, the Lender shall may, at any time, notify obligors that the Accounts have been assigned to the right to send notice of assignment or notice Lender and of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the AccountsSecurity Interest therein, and thereafter may collect them directly and charge the Lender shall have the sole right to collect the Receivables collection costs and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account loan account. After the occurrence of an Event of Default that is continuing, Borrower, at Lender's request, shall execute and added deliver to the Obligations. If the Lender is collecting the Accounts such documents as provided, the Lender shall have require to grant the right Lender access to receiveany post office box in which collections of Accounts are received. (a) If sales of Inventory are made for cash, indorseBorrower shall immediately deliver to the Lender the identical checks, assign and deliver in cash, or other forms of payment which the Borrower receives. (b) All payments received by the Lender on account of Accounts or as Proceeds of other Collateral will be the Lender's name or sole property and will be credited to the Borrower's name any and all checks, drafts and other instruments loan account (conditional upon final collection) after allowing one (1) Business Day for collection. (c) In the payment of money relating to the Accounts, and event the Borrower hereby waives notice repays all of presentmentthe Obligations upon the termination of this Agreement, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or other than through the Lender's designee as receipt of payments on account of Accounts or Proceeds of other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's attorney-in-fact with power with respect to the Accounts: loan account one (a1) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into Business Day after the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions receipt thereof.

Collection of Accounts. The LenderLender may, at any time or and from time to time following the occurrence of an Event of during a Default which is a continuing Event of DefaultPeriod, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the enforce collection of any of Borrower's name upon any note, acceptances, checks, drafts, money orders ’s Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to Borrower by suit or otherwise; (b) exercise all of Borrower’s rights and remedies with respect to sign the proceedings brought to collect any Accounts or other amounts owed to Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) surrender, release or exchange all or any part of any Accounts or other amounts owed to send verifications of Accounts to Borrower, or compromise or extend or renew for any customerperiod (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of Borrower or other amount owed to notify the Post Office authorities Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the Borrower; and (f) to do all other acts and things which are necessary, properin Lender’s sole discretion, to fulfill Borrower’s obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out the terms and conditions and purposes and intent of this AgreementBorrower. All acts of such attorney or designee are hereby ratified and approvedIn addition to any other provision hereof, and such attorney or designee shall not be liable for Lender may at any acts of omission or commission other than acts of intentional wrongdoingtime, nor for during a Default Period, at Borrower’s expense, notify any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank upon the occurrence of and during the continuation of an Event of Default which Default,. (a) Bank is a continuing Event authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, or itself to notify, either in its own name or in the name of DefaultBorrower, all or any of Borrower’s account debtors, and unless any other person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and until to request in its name, in the same is cured (if name of Borrower has or in the right to cure name of a third person, confirmation from any such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any account debtor or all other person of the rights contained herein amount payable and any other matter stated therein or relating thereto, (ii) to directly collect all Accounts. Upon such a termination of demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authorityObligations, and to apply against the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (iii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accountsname of Borrower, (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customers; account debtors, and (cvi) to send verifications dispose of any Collateral constituting Accounts and to convert any Collateral constituting Accounts into other forms of Collateral. However, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as an Event of Default is continuing, any Account pledged and assigned to Bank remains unpaid, and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at any time and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligation owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at anytime prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of After an Event event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice notify the Account debtors of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any assignment of the related Accounts to Lender and to direct such Account debtors to make payment of all amounts due or to become due to Co-Borrowers thereunder directly to Lender, and upon such notification and at the expense of Co-Borrowers Lender may enforce collection of any such Accounts, and thereafter adjust, settle or compromise the amount or payment thereof. After the notice from Lender shall have to the sole right to collect the Receivables account debtors, (i) all amounts and take possession proceeds (in whatever form) received by Co-Borrowers in respect of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged received in trust for the benefit of Lender, shall be segregated from other funds of Co- Borrowers and shall be forthwith paid over to Lender in the Borrower's account same form as so received (with any necessary endorsement), and added to applied against the Obligations. If the Lender is collecting the Accounts Obligations in such order as provided, the Lender shall have the right to receive, indorse, assign and deliver elect in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accountsits sole discretion, and (ii) Co-Borrowers shall not adjust, settle or compromise the Borrower hereby waives notice of presentment, protest and non-amount or payment of any instrument so endorsedReceivable, or release wholly or partly any account debtor, or allow any credit or discount thereon without the prior written consent of Lender. If the Co-Borrowers hereby appoints any officer or agent of Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Co-Borrower's ’s true and lawful attorney-in-fact after an event of Default with power with respect to endorse the Accounts: (a) to indorse name of the Borrower's name Co-Borrowers upon any note, acceptancesnotices, checks, drafts, money orders or other evidences instruments of payment that or Collateral which may come into the possession of Lender's possession; (b) to sign and endorse the Borrower's name on of Co-Borrowers upon any invoice relating to any invoices, freight or express bills, bills of the Accountslading, stored or warehouse receipts, drafts against customersaccount debtors, assignments and assignments, verifications of Accounts and notices in connection with accounts; and after the occurrence of an event of Default, to Customers; (c) give written notice to send verifications such office and officials of Accounts the United States Postal Service to any customer; (d) to notify effect the Post Office authorities to change the or changes of address for delivery of so that all mail addressed to Co-Borrowers may be delivered directly to Lender (Xxxxxx will return all mail not related to the Borrower; (f) to do all other acts and things necessary, proper, obligors or convenient to carry out the terms and conditions and purposes and intent of this AgreementCollateral). All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The This power of attorney hereby granted, being coupled with an interest, is shall be irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower term of any of the terms this Agreement and conditions thereofall transactions hereunder.

Collection of Accounts. The LenderLender may, at any time or and from time to time following after the occurrence and during the continuance of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon enforce collection of any note, acceptances, checks, drafts, money orders of Borrowers’ Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to a Borrower by suit or otherwise; (b) exercise all of each Borrower’s rights and remedies with respect to sign the proceedings brought to collect any Accounts or other amounts owed to such Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) surrender, release or exchange all or any part of any Accounts or other amounts owed to send verifications of Accounts to each Borrower, or compromise or extend or renew for any customerperiod (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of each Borrower or other amount owed to notify the Post Office authorities each Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the such Borrower; and (f) to do all other acts and things which are necessary, properin Lender’s sole discretion, to fulfill each Borrower’s obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out such Borrower. In addition to any other provision hereof, Lender may at any time, after the terms occurrence and conditions and purposes and intent during the continuance of this Agreement. All acts an Event of such attorney or designee are hereby ratified and approvedDefault, and such attorney or designee shall not be liable for at Borrowers’ expense, notify any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The (a) Until the Lender notifies the Borrower to the contrary, the Borrower shall make collection of all Accounts and other Collateral for the Lender and shall receive all payments as the Lender, at any time or from time to time following the occurrence of 's trustee. After an Event of Default which is a continuing Event of Defaulthas occurred, and unless and until if the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityLender requests, the Borrower shall establish a lock-box service for collections of Accounts at a bank mutually acceptable to the Lender and the Borrower and pursuant to documentation satisfactory to the Lender. If such lock-box service is established, the Borrower shall have instruct all Account Debtors to make all payments directly to the right to send notice address established for such service. If, notwithstanding such instructions, the Borrower receives any Proceeds of assignment or notice of Accounts, it shall receive such payments as the Lender's security interest trustee and shall immediately deliver such payments to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have in their original form duly endorsed in blank or deposit them into a Payment Account, as the sole right to collect the Receivables and take possession of the Accounts and Records relating theretoLender may direct. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver collections received in the Lender's name any such lock box or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and Payment Account or directly by the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and all funds in any Payment Account or other account to which such collections are deposited, shall be the sole property of the Lender and subject to the Lender's sole control. The Borrower, at the Lender's request, shall execute and deliver to the Lender such documents as the Lender shall not be responsible require to grant the Lender access to any post office box in any way which collections of Accounts are received. (b) If sales of Inventory are made for the performance by cash, the Borrower shall immediately deliver to the Lender the identical checks, cash or other forms of any of payment which the terms and conditions thereofBorrower receives."

Collection of Accounts. The Lender, at any time or from time to time following the Upon an occurrence of an Event event of Default default under this Agreement, which is a continuing Event not cured by Client as provided in Section 8 hereunder, Trinity agrees to diligently, carefully and lawfully perform in its own name or Client's name the services of Defaultadministering, demanding and unless collecting the Accounts, receipt and until accounting for the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority proceeds thereof and paying or otherwise discharging both necessary and reasonable outside costs and expenses incurred in connection therewith. Client shall pay and/or reimburse Trinity for all costs, fees and expenses, including, without limitation, attorneys' fees, incurred by Trinity to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender Trinity shall have the right to send notice of assignment make allowances, extend, defer, credit, adjust or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned settle with any debtor on any Account without notice to or consent of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating theretoClient. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts The Client appoints Trinity as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's its attorney-in-fact with power with respect to receive, open, and dispose of all mail addressed to the Accounts: (a) business pertaining to indorse Receivables; to endorse the BorrowerClient's name upon any notenotes, acceptances, checks, drafts, money orders or orders, and other evidences of payment of Receivables that may come into the LenderTrinity's possession, and to deposit or otherwise collect the same; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient necessary to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby grantedThis power, being coupled with an interest, is irrevocable while any of the Obligations Receivable shall remain unpaid. The Lender mayClient agrees at all times to allow Trinity or its agents, to examine, audit and make extracts and copies of any books and records pertaining to the Accounts, including bank records and reconciliations thereof; and to use Client's premises for this purpose, at any reasonable time, without cost to Trinity. After default by Client hereunder, Client shall pay and/or reimburse Trinity for all costs, fees and expenses incurred by Trinity in the actions described in the preceding sentence. Client further agrees to furnish Trinity with a monthly aging of the Accounts and such other instruments, documents, papers and information relating to the Accounts, which shall be the property of Trinity, as Trinity shall require from time to time, including, but not limited to, all original purchase orders or contracts, invoices, bills of lading, proof of delivery and related correspondence and memoranda. Client shall immediately advise Trinity of any asserted set-off, credit or deduction by any debtor of the Accounts or the occurrence of any dispute, default or incident that may in any way impair such Accounts or tend to reduce the amount thereof. Client shall have no right and agrees not to make allowance, extension, deferral, credit, adjustment or settlement with any debtor on any Account without in each case the written consent of Trinity, which such consent shall not be unreasonably withheld. If in Trinity's sole judgment, the credit worthiness of any debtor of a receivable purchased by Trinity becomes impaired before delivery of the related goods and/or rendition of services to such debtor, Client will, upon Trinity's request, at Client's expense use its best efforts to stop delivery of goods and/or rendition of services to such debtor, provided that Client has received advances on Accounts relating to said goods and/or rendition of services prior to delivery of said goods and/or rendition of services to account debtor. Should any suits, arbitration or other proceedings be instituted for the collection or enforcement of any Account or in defense thereof, Client shall, without expense to Trinity, make available such of its officers, employees, agents, books, records and files, and retain counsel and experts, as may be necessary and expedient to make proper proof therein. All proceeds of the Accounts received by Client shall be held IN TRUST for Trinity and immediately delivered to Trinity, in kind. Client hereby authorizes Trinity, at any time, to debit its bank(s) account(s) at any banking institution it maintains account(s) and banking relationship(s), at Trinity's option, without notice to Client, for any and all proceeds of the Accounts received by Client, but not delivered to Trinity, in kind. Notwithstanding anything to the contrary in this Agreement, provided that Client is not in default under this Accounts Receivable Purchase and Security Agreement or consent any other agreements between Client and Trinity, Client shall not be required to place Trinity's name on any invoices Client presents to its customers. Notwithstanding anything to the contrary in this Agreement, Client hereby agrees to require its customers to pay and remit all payments for the Accounts directly by Client's customers to Trinity's lockbox address at X.X. Xxx 00000, Xxxxxxx, XX 00000 (lockbox at Bank of America, Chicago), or any other lockbox address Trinity may require in the future. In the event (i) any Account shall not be collected by Trinity within ninety (90) days after the invoice date; (ii) any Account is due from a debtor which has, or against which was, filed a petition in bankruptcy or for reorganization under the Borrowerbankruptcy laws, xxx upon makes an assignment for the benefit of its creditors, has a receiver appointed for its property, suspends its business, is or otherwise collect, extend becomes insolvent or defaults in the time of payment of other indebtedness to Client or compromise Trinity; (iii) any Account is due from a debtor which is then debtor on Accounts aggregating in face amount twenty five (25%) or settle more of the Accounts then outstanding; (iv) any Account shall be subject to any dispute, claim, charge, counter-claim or set-off by the debtor thereon; (v) the debtor of any Account refuses to execute and deliver to Trinity a waiver of set-off, in form and substance acceptable to Trinity, if required by Trinity at any time hereafter; (vi) Trinity is requested or required to return any collection on an Account as a voidable preference or other transfer under the bankruptcy laws; or (vii) any other circumstance shall occur with respect to any Account which shall impair the collection thereof; Trinity may thereupon, or at its option at any time thereafter, charge said Account back to Client and Client shall repurchase said Account from Trinity, without recourse, for casha sum equal to the amount paid to Client by Trinity therefore, credit plus the Servicing Fee and applicable interest expense thereon calculated at 2.0% per month or otherwise upon any termsat the highest rate allowed by law from such due date until paid in full, at Trinity's sole discretion. Client hereby exonerates Trinity for, and agrees to indemnify, defend and hold Trinity, its officers, directors, employees, attorneys, accountants and agents harmless from and against, any and all claims, demands, charges, expenses, including attorneys' fees, damages, actions, and causes of action, whether at law or in equity, now or hereafter existing, and howsoever arising, and in connection with the past, present or future actions of Client, Trinity or their agents in the administration, prosecution or collection of the Accounts or any securitiesthe Collateral, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice howsoever related to or consent otherwise arising or alleged to arise, whether by virtue of Trinity's interest in the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment Accounts acquired pursuant to this Agreement or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender, at any time or from time to time following (a) Until the occurrence of an Event of Default which that is a continuing Event of Defaultcontinuing, the Borrower and each LSB Guarantor Subsidiary shall collect all Accounts, shall receive all payments relating to Accounts, and unless shall promptly deposit all such collections into a Payment Account established for the account of the Borrower and until the same is cured (if LSB Guarantor Subsidiaries at a bank acceptable to the Borrower has and the right Lender. All collections relating to cure Accounts received in any such Payment Account or directly by the Borrower or any LSB Guarantor Subsidiary or the Lender, and all funds in any Payment Account or other account to which such collections are deposited, shall be the sole property of the Lender and subject to the Lender's sole control. After the occurrence of an Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritythat is continuing, the Lender shall may, at any time, notify obligors that the Accounts have been assigned to the right to send notice of assignment or notice Lender and of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the AccountsSecurity Interest therein, and thereafter may collect them directly and charge the Lender shall have the sole right to collect the Receivables collection costs and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account loan account. After the occurrence of an Event of Default that is continuing, the Borrower, at Lender's request, shall execute and added deliver to the Obligations. If the Lender is collecting the Accounts such documents as provided, the Lender shall have require to grant the right Lender access to receiveany post office box in which collections of Accounts are received. (a) If sales of Inventory are made for cash, indorsethe Borrower and each LSB Guarantor Subsidiary shall immediately deliver to the Lender the identical checks, assign and deliver in cash, or other forms of payment which the Borrower or such LSB Guarantor Subsidiary receives. (b) All payments received by the Lender on account of Accounts or as Proceeds of other Collateral will be the Lender's name or sole property and will be credited to the Borrower's name any and all checks, drafts and other instruments loan account (conditional upon final collection) after allowing one (1) Business Day for collection. (c) In the payment of money relating to the Accounts, and event the Borrower hereby waives notice repays all of presentmentthe Obligations upon the termination of this Agreement, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or other than through the Lender's designee as receipt of payments on account of Accounts or Proceeds of other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's attorney-in-fact with power with respect to the Accounts: loan account one (a1) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into Business Day after the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions receipt thereof.

Collection of Accounts. The LenderNot later than thirty (30) days after the Closing Date, or by such other Date as the Administrative Agent, in its reasonable discretion, may otherwise determine, Borrower shall, and shall cause each other Credit Party to, enter into and maintain agreements in form and substance reasonably satisfactory to Administrative Agent (the "BLOCKED ACCOUNT AGREEMENTS") with one or more Lenders or other financial institutions (each, a "Blocked Account Bank"), which agreements shall, among other things, provide for the establishment of a Collection Account maintained by the Disbursing Agent for the deposit of Collections (each, a "COLLECTION ACCOUNT") and a separate account for the disbursement of Collections and Loan proceeds (each, a "DISBURSEMENT ACCOUNT") for each Credit Party. Borrower shall, and shall cause each other Credit Party to, at all times maintain at least one Collection Account and at least one Disbursement Account with the Disbursing Agent, and shall, and shall cause each other Credit Party to (and in the event any time such Person fails to do so, the Administrative Agent may upon the occurrence and during the continuance of a Default, in the name of such Person or in its own name), instruct all account debtors on the Accounts of each Credit Party to remit all Collections to such Collection Accounts. All Collections and other amounts received by any Credit Party from time any account debtor, in addition to time following all other cash received from any other source, shall upon receipt be deposited into a Collection Account. The Disbursing Agent shall apply all funds on deposit in the Collection Accounts to the outstanding Obligations pursuant to Section 4.6(c) immediately upon the deposit thereof. Prior to the occurrence of a Default or an Event of Default which is a continuing Event of Default, all amounts in the Disbursement Accounts shall be made available to Borrower for Permitted Acquisitions, working capital and unless and until general corporate purposes or otherwise applied as set forth in Section 2.5. Except for the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all accounts identified in Section 4.7 of the rights contained herein to directly collect all Accounts. Upon such a termination Disclosure Schedule, without the prior written consent of the Borrower's authorityAdministrative Agent, Borrower shall not, and shall not permit any other Credit Party to, (i) open or maintain any lockbox with any Person other than the Lender shall have the right to send notice of assignment Disbursing Agent, or notice of the Lender's security interest to (ii) open or maintain any and all customers account with a bank or other financial institution (including a broker/dealer) or any third party holding other account where money is or otherwise concerned may be deposited or maintained with any of the AccountsPerson, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment a Collection Account or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofa Disbursement Account.

Collection of Accounts. The LenderLender may, at any time or and from time to time following the occurrence and during the continuation of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon enforce collection of any note, acceptances, checks, drafts, money orders of Borrowers’ Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to Borrowers by suit or otherwise; (b) exercise all of Borrowers’ rights and remedies with respect to sign the Borrower's name on proceedings brought to collect any invoice relating Accounts or other amounts owed to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to CustomersBorrower or any Collateral therefor; (c) to send verifications surrender, release or exchange all or any part of any Accounts or other amounts owed to any customerBorrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of any Borrower or other amount owed to notify the Post Office authorities any Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the any Borrower; and (f) to do all other acts and things which are necessary, properin Lender’s sole discretion, to fulfill Borrowers’ obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out Borrowers. In addition to any other provision hereof, Lender may at any time, following the terms occurrence and conditions and purposes and intent during the continuation of this Agreement. All acts an Event of such attorney or designee are hereby ratified and approvedDefault, and such attorney or designee shall not be liable for at Borrowers’ expense, notify any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The Lender(a) Section 6.3(a) of the Loan Agreement shall be amended and restated in its entirety to read as follows: (a) Each Borrower shall establish and maintain, at any time its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Administrative Agent may specify, with such banks as are reasonably acceptable to Administrative Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Administrative Agent, providing that all items received or deposited in the Blocked Accounts are the property of Administrative Agent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time following on deposit therein and that with respect to the occurrence Blocked Accounts, the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into such Blocked Accounts to such bank account of Administrative Agent as Administrative Agent may from time to time designate for such purpose ("Payment Account"); provided, however, that so long as the Excess Availability of Borrowers is equal to at least the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, and no Event of Default has occurred and is continuing, such funds will not be transferred to the Payment Account and the Borrower owning any such funds will be entitled to withdraw those funds from the Blocked Accounts for its own account. Each Borrower agrees that if the Excess Availability of Borrowers is less than the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, or an Event of Default which has occurred and is a continuing Event of Defaultcontinuing, then all payments made to such Blocked Accounts or other funds received and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers collected by Administrative Agent or any third party holding or otherwise concerned with any Lender, whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent and thereafter the Lender shall have the sole right to collect the Receivables and take possession Lenders in respect of the Accounts Obligations and Records relating thereto. All therefore shall constitute the property of Administrative Agent and Lenders to the extent of the Lender's collection expenses then outstanding Obligations." (b) Section 6.3(c) of the Loan Agreement shall be charged amended and restated in its entirety to the Borrower's account and added to the Obligations. read as follows: (c) If the Lender Excess Availability of Borrowers is collecting less than the Accounts greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, or if an Event of Default has occurred and is continuing (and without limiting Administrative Agent's and Lenders' other rights and remedies on account of such Event of Default), each Borrower and all of its directors, employees, agents, Subsidiaries and other Affiliates shall, acting as providedtrustee for Administrative Agent and Lenders, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon property of Administrative Agent and Lenders, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other evidences payment relating to and/or proceeds of payment that may Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent and in no event shall the same be commingled with a Borrower's own funds. Each Borrower agrees to reimburse Administrative Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent or any Lender's possession; (b) payments to sign or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom in accordance with any Blocked Account Agreement. The obligation of Borrowers to reimburse Administrative Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent termination of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof."

Collection of Accounts. The Lender(a) Until Borrower is notified by Bank to the contrary, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All deposit proceeds received from Account Debtors into operating accounts of Borrower maintained at Bank. (b) If Bank at any time determines in good faith that the Lender's collection expenses shall be charged financial condition of Borrower or its ability to repay the Liabilities has materially changed to the Borrower's detriment of Bank, then Bank may, at its option, notify Borrower that it must immediately establish a remittances account maintained by and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or of Bank (the Borrower's name any and all checks, drafts and other instruments "Remittances Account") for the payment deposit of money relating each and every remittance with respect to the Accounts, and the in such event, Borrower hereby waives notice of presentment, protest shall provide contemporaneously with each and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power every remittance with respect to the Accounts: (a) Accounts and upon each deposit of funds to indorse the Borrower's name Remittances Account to Bank, a report reflecting the amount of all such remittances, the Accounts and amounts thereof with respect to which such remittances were made. Thereafter, Borrower shall notify Bank of such collections as are received pursuant to the provisions of Section 7.1 below and shall hold the proceeds received from collections in trust for Bank without commingling the same with other funds of Borrower and shall turn the same over to Bank immediately upon receipt in the identical form received. Proceeds so transmitted to Bank may be handled and administered in and through remittance or special accounts; the maintenance of any notesuch accounts shall be solely for the convenience of Bank, acceptancesand Borrower shall not have any right, checkstitle, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating interest in or to any of such accounts or in the Accounts, drafts against customers, assignments and verifications of Accounts and notices amounts at any time appearing to Customers; the credit thereof. (c) to send verifications Following an Event of Accounts to any customer; Default or event which following notice or the passage of time would constitute an Event of Default, Bank may (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the demand on Borrower, xxx upon or otherwise collectat Bank's option) apply against the outstanding balance of Borrower's Loan Account from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank's possession (including, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any termswithout limitation, any of the Accounts such collections and Proceeds in any lock-box, Remittances Account or any securities, instruments operating or insurances applicable thereto other account maintained by or release the obligor thereonfor Borrower at Bank). The Lender is authorized and empowered Nothing herein shall be deemed to accept the return of the goods represented by diminish or limit any of the AccountsBank's rights or remedies under applicable law or Section 3.3, without notice to Section 10, Section 11, or consent by the Borrower, all without discharging any other Section of this Agreement or otherwise. If no Event of Default has occurred or is continuing hereunder and if there is no excess outstanding balance in any way affecting the Borrower's liability hereunder. The Lender does notLoan Account required to be paid by Borrower under Section 3.3 hereof, by anything herein Bank may, at its option, deposit any or all collections on and Proceeds from Accounts Receivable in any assignment or otherwise, assume any of the Bank's possession into Borrower's obligations under any contract or agreement assigned operating accounts maintained and to the Lender, and the Lender be maintained at Bank. Bank shall not be responsible required to credit Borrower's Loan Account with the amount of any check or other instrument constituting provisional payment until Bank has received final payment thereof at its office in cash or solvent credits accepted by Bank. (d) Borrower shall, at the request of Bank, notify the Account Debtors of the security interest of Bank in any way for Account and shall instruct Account Debtors to remit payments directly to Bank, and Bank may itself, at any time, so notify Account Debtors. 6.2 Borrower agrees that no court action or other legal proceeding or garnishment, attachment, repossession of property, or any other attempt to repossess any merchandise covered by an Account shall be attempted by Borrower except by or under the performance by the direction of competent legal counsel. Borrower hereby agrees to indemnify and hold Bank harmless from any loss or liability of any kind or character which may be asserted against Bank by virtue of the terms and conditions thereofany suit filed, process issued, or any repossession or attempted repossession done or attempted by Borrower or by virtue of any other endeavors which Borrower may make to collect any Accounts or repossess any such merchandise.

Collection of Accounts. The Lender or Lender, 's designee may at any time time, with or from time without notice to time following Borrower, (a) notify customers, Account debtors or other obligors of Borrower that the occurrence of an Event of Default which is Accounts and other Collateral have been assigned to Lender and that Lender has a continuing Event of Defaultsecurity interest therein and (b) collect the Accounts and other Collateral directly and add the collection costs and expenses thereof to the Obligations; provided, and however, unless and until the same is cured (if Lender takes such action or gives Borrower has the right other written instructions, Borrower shall notify all Account debtors and other obligors of Borrower to cure such Event of Default hereunder) may terminate the Borrower's authority to collect remit payments on the Accounts and-may exercise any and other Collateral to a lockbox to be designated by Lender, or all in the case of the rights contained herein payments to directly collect all Accounts. Upon such a termination of the Borrower's authoritybe made by wire transfer, the ACH or other electronic means, to an account designated by Lender over which Lender shall have control and with Borrower granting to Lender viewing access rights thereto. All such payments remitted to the right lockbox or made by wire transfer, ACH or other electronic means to send notice the account designated by Lender shall then be credited to a deposit account of assignment Lender into which remittances from Account debtors and other obligors of Borrower and obligors of other customers of Lender may be credited. If, notwithstanding any notices that may be sent to Account debtors or notice other obligors of the Lender's security interest to Borrower, Borrower obtains payment on any Account or other Collateral, including, without limitation, collections under credit card sales, Borrower shall receive any and all customers or any third party holding or otherwise concerned such payments on Accounts and other Collateral and other proceeds (including cash) in trust for Lender and shall immediately deliver said payments to Lender in the original form as received, together with any necessary endorsements thereof, and/or at the discretion of the AccountsLender, shall deposit said payments into a deposit account designated by, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the name of and under the exclusive control of, Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank only upon the occurrence and during the continuance of an Event of Default which Default. (a) Bank is a continuing Event authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, or itself to notify, either in its own name or in the name of DefaultBorrower, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise all or any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority’s account debtors, and any other person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and to request in its name, in the Lender shall have name of Borrower or in the right to send notice name of assignment a third person, confirmation from any such account debtor or notice other person of the Lender's amount payable and any other matter stated therein or relating thereto, (ii) to demand, collect, settle, compromise for, recover payment of, to hold as additional security interest for the Obligations and to apply against the Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (iii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accountsname of Borrower, (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cvi) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. Under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at anytime and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligations owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at anytime prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Upon the occurrence and during the continuance of an Event of Default and following acceleration of Borrower’s Obligations pursuant to Section 9.1(a) hereof and after Bank having made reasonable efforts to collect cash Collateral from the accounts of Borrower with Bank to satisfy such Obligations, Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The Lender(a) In the event that the Borrower is in default of (1) the Minimum Excess Availability covenant contained in Section 6.3 of this Agreement and, provided there is at least $1.00 of Excess Availability, such default continues for a period of fifteen (15) days or (2) the provisions of Section 8(a) hereof, after giving effect to any time period of grace, then in each instance and in addition to any other rights of the Administrative Agent or from time the Lenders and/or remedies available to time following the occurrence Administrative Agent under the Loan Documents (y) the Administrative Agent shall give the Notice of an Event Exclusive Control under the Control Agreement, for the Borrower’s and the Control Agreement Guarantors’ cash concentration account(s) at Mellon Bank, N.A. and, in addition, (z) the Administrative Agent shall (A) require the Borrower to deposit, promptly upon receipt, all payments on Accounts and all proceeds of Default other collateral securing the Revolving Credit Loans in the identical form in which is a continuing Event of Defaultsuch payments are made, whether by cash, check or other manner, into the Blocked Account, (B) cause the Borrower to give notice to all account debtors to deposit all payments on Accounts, whether by cash, check or other manner, into the Blocked Account, and unless (c) give the Notice of Full Dominion under the Blocked Account Agreement. The Borrower and until each Domestic Subsidiary hereby agree that all payments made to the Blocked Account or other funds received and collected by the Administrative Agent, whether on the Accounts or as proceeds of other collateral or otherwise, shall be the property of the Administrative Agent for the pro rata benefit of the Lenders. Neither the Borrower nor any Domestic Subsidiary shall be entitled to make withdrawals from the Blocked Account except in accordance with the terms of the Blocked Account Agreement. (b) Such payments or other funds received pursuant to Section 5.12(a) hereof will be applied (conditional upon final collection) in the manner specified in the Blocked Account Agreement. (c) In the event that subsection (a) is applicable, the Borrower and all of its Affiliates, Subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent for the pro rata benefit of the Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same is cured (if Borrower has to be deposited in the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityBlocked Account, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; ’s own funds. (d) If there has occurred a Full Dominion Effective Date as defined in and provided for in the Blocked Account Agreement due to notify a violation of Section 6.3 hereof, the Post Office authorities Administrative Agent’s control over the Blocked Account will remain in effect until such time as the Borrower has maintained Minimum Excess Availability, as defined in Section 6.3 hereof, for a consecutive two (2) month period as reflected in the Borrowing Base Certificates delivered pursuant to change the address for delivery of mail addressed to the Borrower; Section 5.1 (f12) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreementhereof. All acts Upon satisfaction of such attorney or designee are hereby ratified condition the Administrative Agent shall give the Notice of Termination of Exclusive Control under the Control Agreement and approved, and such attorney or designee shall not be liable for any acts give the Notice of omission or commission other than acts Termination of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Full Dominion under the Blocked Account Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender(a) Except as otherwise provided in this Agreement, at any time or from time Guarantor shall make collection of its Accounts and may use the same to time following carry on its business in accordance with sound business practice and otherwise subject to the terms hereof. (b) Upon the occurrence of an Event of any Default which is a continuing or Event of Default, whether or not the Lender has exercised any of its other rights under other provisions of this Section 6, in the event the Lender requests Guarantor to do so: (i) all Instruments and unless tangible Chattel Paper at any time constituting part of the Accounts (including any postdated checks) shall, upon receipt by Guarantor, be immediately endorsed to and until deposited with Lender; and/or (ii) Guarantor shall instruct all customers and account debtors to remit all payments in respect of Accounts or any other Collateral to a lockbox or lockboxes under the same is cured sole custody and control of the Lender and which are maintained at one or more post offices selected by the Lender. (if Borrower has c) Upon the right to cure such occurrence and during the continuation of any Default or Event of Default hereunderDefault, whether or not the Lender has exercised any of its other rights under the other provisions of this Section 6, the Lender or its designee may notify Guarantor’s customers and account debtors at any time that Accounts have been assigned to the Lender or of the Lender’s security interest therein, and either in its own name, or Guarantor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) may terminate the Borrower's authority to collect the Accounts and-may exercise hereof), receive, receipt for, xxx for, compound and give acquittance for any or all of the rights contained herein amounts due or to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the become due on Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name ’s discretion file any claim or the Borrower's name take any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If action or proceeding which the Lender is collecting may deem necessary or appropriate to protect and realize upon the Accounts, directly as above provided, the Borrower hereby constitutes security interest of the Lender in the Accounts or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: any other Collateral. (ad) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders Any proceeds of Accounts or other evidences of payment that may come into Collateral transmitted to or otherwise received by the Lender's possession; (b) to sign the Borrower's name on any invoice relating Lender pursuant to any of the Accountsprovisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Lender in and through a remittance account or accounts maintained at the Lender or by the Lender at a commercial bank or banks selected by the Lender (collectively the “Depositary Banks” and individually a “Depositary Bank”), drafts against customersand Guarantor acknowledges that the maintenance of such remittance accounts by the Lender is solely for the Lender’s convenience and that Guarantor does not have any right, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to title or interest in such remittance accounts or any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed amounts at any time standing to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaidcredit thereof. The Lender may, without notice after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Accounts or other Collateral received by it from any source to the payment of the Secured Obligations (whether or consent not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Lender may from time to time in its discretion determine, but not less often than once each week. The Lender need not apply or give credit for any item included in proceeds of Accounts or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Lender and the Depositary Bank as such. However, if the Lender does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Lender or any Depositary Bank for any reason, the Lender may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of Guarantor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Accounts or other Collateral to any such remittance account, upon the Lender’s request, Guarantor shall furnish the Lender with a report in such form as Lender shall reasonably require identifying the particular Account or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Lender will release proceeds of Collateral which the Lender has not applied to the Secured Obligations as provided above from the Borrowerremittance account from time to time after receipt thereof. Guarantor hereby indemnifies the Lender from and against all liabilities, xxx upon damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or otherwise collectincurred by Lender because of the maintenance of the foregoing arrangements; provided, extend the time of payment of or compromise or settle however, that Guarantor shall not be required to indemnify Lender for cash, credit or otherwise upon any terms, any of the Accounts foregoing to the extent they arise solely from the gross negligence or any securities, instruments or insurances applicable thereto or release willful misconduct of the obligor thereonperson seeking to be indemnified. The Lender is authorized and empowered shall have no liability or responsibility to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and Guarantor for the Lender shall not or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible in any way for determining the performance by the Borrower correctness of any of the terms and conditions thereofremittance.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank upon the occurrence of an Event of Default which Default: (a) Bank is a continuing Event authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, or itself to notify, either in its own name or in the name of DefaultBorrower, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise all or any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority’s account debtors, and any other person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and to request in its name, in the Lender shall have name of Borrower or in the right to send notice name of assignment a third person, confirmation from any such account debtor or notice other person of the Lender's amount payable and any other matter stated therein or relating thereto, (ii) to demand, collect, settle, compromise for, recover payment of, to hold as additional security interest for the Obligations and to apply against the Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (iii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accountsname of Borrower, (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cvi) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at anytime and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligations owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at anytime prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to the Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The LenderEach Borrower will cause all monies, checks, notes, drafts and other payments relating to or constituting proceeds of Accounts and of any other Collateral to be forwarded to the Agent at any time or from time to time following the Agent's Office on a daily basis for application in accordance with Section 8.1(b) below. From and after the occurrence of an Event of a Default which is a continuing or Event of Default, and unless and until at the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all request of the rights contained herein to directly collect Required Lenders, each Borrower will promptly cause all Accounts. Upon such a termination of the Borrower's authoritymonies, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accountschecks, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checksnotes, drafts and other instruments for the payment of money payments relating to or constituting proceeds of Accounts and of any other Collateral to be forwarded to a Lockbox, for deposit in a Controlled Account in accordance with the Accountsprocedures set out in the corresponding Control Agreement. In particular, each Borrower will in such a case: advise each Account Debtor on trade accounts receivable to address all remittances with respect to amounts payable on account thereof to a specified Lockbox, advise each other Account Debtor that makes payment to such Borrower by wire transfer, automated clearinghouse transfer or similar means to make payment directly to a Controlled Account, and stamp all invoices relating to trade accounts receivable with a legend satisfactory to the Agent indicating that payment is to be made to such Borrower hereby waives notice via a specified Lockbox. Each Borrower and the Agent shall cause all receipts to be delivered daily and all collected balances in Controlled Accounts to be transmitted daily by wire transfer, depository transfer check or other means in accordance with the procedures set forth in the corresponding Control Agreement, to the Agent at the Agent's Office: for application, on account of presentmentthe Secured Obligations, protest as provided in Sections 2.3(c), 12.2, and non-12.3, such credits to be entered as of the day they are received if they are received prior to 1:30 p.m. and to be conditioned upon final payment in cash or solvent credits of any instrument so endorsed. If the Lender is collecting items giving rise to them, and provided that, notwithstanding the Accountsentry of such credits on the day they are received, directly interest on the Secured Obligations shall be calculated as above providedif such credits had been received the Business Day next succeeding the Business Day on which such credits are actually received, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power and with respect to the Accounts: balance, so long as no Default or Event of Default has occurred and is continuing, for transfer by wire transfer or depository transfer check to a Disbursement Account. Any monies, checks, notes, drafts or other payments referred to in subsection (a) to indorse of this Section 8.1 which are received by or on behalf of a Borrower will be held in trust for the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments Agent and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed will be delivered to the Borrower; (f) Agent or a Clearing Bank, as promptly as possible, in the exact form received, together with any necessary endorsements for application by the Agent directly to do all other acts the Secured Obligations or, if applicable, for deposit in the Controlled Account maintained with a Clearing Bank and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law processing in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any the terms of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofcorresponding Control Agreement.

Collection of Accounts. The (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each Borrower shall deliver, or cause to be delivered to Congress, as agent for itself and Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time or and from time to time following the occurrence of an Event of Default which is a continuing Event of DefaultCongress, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) as agent for itself Lender, may terminate the Borrowerbecome bank's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power customer with respect to the Accounts: Blocked Accounts and promptly upon Lender's request, such Borrower shall execute and deliver such agreements or documents as Lender may reasonably require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Congress, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Congress for itself and Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained herein, after the first anniversary of the date of this Agreement and Lender's receipt of the audited financial statements of Borrowers as required hereunder for the fiscal year ending December 31, 2004, Borrowers shall not be required to remit to Congress or to deposit (aor to direct their respective account debtors to directly remit) to indorse the Borrower's name upon Blocked Accounts, or to segregate and hold in trust, payments on Receivables or payments constituting proceeds of Inventory, if so long as (i) the consolidated net income of Borrowers and their Subsidiaries, before provisions for taxes (determined in accordance with GAAP), is not less than Four Million Dollars ($4,000,000) during the fiscal year ending December 31, 2004, (ii) no Default or Event of Default has occurred and is continuing, (iii) the average daily Excess Availability during each month ending on or after March 31, 2005, is not less than Seven Million Five Hundred Thousand Dollars ($7,500,000), (iv) the average daily Excess Availability during any noteweek in any such month is not less than Six Million Dollars ($6,000,000), acceptancesand (v) Congress has agreed to the foregoing in accordance with the terms of the Congress Agreement. (b) Subject to the last sentence of Section 6.3(a) hereof, each Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Accounts or other evidences of payment that may Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Congress. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Lender's possession; (b) payments to sign or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, termination or convenient to carry out the terms and conditions and purposes and intent non-renewal of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender(a) Except as otherwise provided in this Agreement, at any time or from time Borrower shall make collection of its Accounts and may use the same to time following carry on its business in accordance with sound business practice and otherwise subject to the terms hereof. (b) Upon the occurrence of an Event of any Default which is a continuing or Event of Default, whether or not the Lender has exercised any of its other rights under other provisions of this Section 6, in the event the Lender requests Borrower to do so: (i) all Instruments and unless tangible Chattel Paper at any time constituting part of the Accounts (including any postdated checks) shall, upon receipt by Borrower, be immediately endorsed to and until deposited with Lender; and/or (ii) Borrower shall instruct all customers and account debtors to remit all payments in respect of Accounts or any other Collateral to a lockbox or lockboxes under the same is cured sole custody and control of the Lender and which are maintained at one or more post offices selected by the Lender. (if Borrower has c) Upon the right to cure such occurrence and during the continuation of any Default or Event of Default hereunderDefault, whether or not the Lender has exercised any of its other rights under the other provisions of this Section 6, the Lender or its designee may notify Borrower’s customers and account debtors at any time that Accounts have been assigned to the Lender or of the Lender’s security interest therein, and either in its own name, or Borrower’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) may terminate the Borrower's authority to collect the Accounts and-may exercise hereof), receive, receipt for, xxx for, compound and give acquittance for any or all of the rights contained herein amounts due or to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the become due on Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name ’s discretion file any claim or the Borrower's name take any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If action or proceeding which the Lender is collecting may deem necessary or appropriate to protect and realize upon the Accounts, directly as above provided, the Borrower hereby constitutes security interest of the Lender in the Accounts or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: any other Collateral. (ad) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders Any proceeds of Accounts or other evidences of payment that may come into Collateral transmitted to or otherwise received by the Lender's possession; (b) to sign the Borrower's name on any invoice relating Lender pursuant to any of the Accountsprovisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Lender in and through a remittance account or accounts maintained at the Lender or by the Lender at a commercial bank or banks selected by the Lender (collectively the “Depositary Banks” and individually a “Depositary Bank”), drafts against customersand Borrower acknowledges that the maintenance of such remittance accounts by the Lender is solely for the Lender’s convenience and that Borrower does not have any right, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to title or interest in such remittance accounts or any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed amounts at any time standing to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaidcredit thereof. The Lender may, without notice after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Accounts or other Collateral received by it from any source to the payment of the Secured Obligations (whether or consent not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Lender may from time to time in its discretion determine, but not less often than once each week. The Lender need not apply or give credit for any item included in proceeds of Accounts or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Lender and the Depositary Bank as such. However, if the Lender does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Lender or any Depositary Bank for any reason, the Lender may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of Borrower subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Accounts or other Collateral to any such remittance account, upon the Lender’s request, Borrower shall furnish the Lender with a report in such form as Lender shall reasonably require identifying the particular Account or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Lender will release proceeds of Collateral which the Lender has not applied to the Secured Obligations as provided above from the Borrowerremittance account from time to time after receipt thereof. Borrower hereby indemnifies the Lender from and against all liabilities, xxx upon damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or otherwise collectincurred by Lender because of the maintenance of the foregoing arrangements; provided, extend the time of payment of or compromise or settle however, that Borrower shall not be required to indemnify Lender for cash, credit or otherwise upon any terms, any of the Accounts foregoing to the extent they arise solely from the gross negligence or any securities, instruments or insurances applicable thereto or release willful misconduct of the obligor thereonperson seeking to be indemnified. The Lender is authorized and empowered shall have no liability or responsibility to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and Borrower for the Lender shall not or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible in any way for determining the performance by the Borrower correctness of any of the terms and conditions thereofremittance.

Collection of Accounts. The Until the Lender has delivered an Account Collection Notice (as hereinafter defined) to the Borrowers (by means of a single notice to CheckFree), each of the Borrowers shall itself enforce and collect all amounts owing on the Accounts, for the Lender's benefit and on the Lender's behalf, but at the Borrowers' sole cost and expense. In connection with any Account Collection Notice, upon the request of the Lender, each of the Borrowers shall notify each of its account debtors and customers to make payment on its respective Account into a lock box account(s) at the Lender or at such other financial institution approved by the Lender. In the event, however, that any time of the Borrowers should receive at its offices any checks, drafts, money orders, or other items, cash or other media of payment ("Remittances") after the delivery by the Lender to CheckFree of an Account Collection Notice, such property shall be held by each of such Borrowers in trust for the Lender, separate from time to time following such Borrower's own property and funds in the original form received, and immediately (and, in any event, within two Business Days) deposited by such Borrower in lock box account(s) at the Lender, duly endorsed or assigned by such Borrower if required for the collection thereof. Upon (a) the occurrence of an Event of Default which that is a continuing Event of Defaultcontinuing, and unless and until (b) the same is cured delivery by the Lender to the Borrowers (if Borrower has the right by means of a single notice to cure such Event CheckFree) of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritywritten notice thereof, the Lender shall have may deliver a notice to the right Borrowers (by means of a single notice to send notice CheckFree) (an "Account Collection Notice") to require the collection of assignment or notice of the Accounts to be subject, in addition to the other provisions hereof, to the Lender's security interest to any current collateral monitoring and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofreporting procedures.

Collection of Accounts. The Lender(a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers shall promptly deposit and direct their respective account debtors (including, in the case of Polar, account debtors in respect of Accounts settled through the Clearing Bank) to directly remit all payments on Receivables and all payments constituting proceeds of Inventory constituting Collateral or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. In the case of Accounts, the payment of which is settled through CNS and/or CASS and the Clearing Bank, Polar shall cause CNS and/or CASS, as applicable, to enter into and continue effective an agreement in favor of and in form and substance satisfactory to Agent, providing for the automatic remittance directly to the Agent Payment Account (unless Agent otherwise instructs the Clearing Bank) of all credit balances available to Polar under the Clearinghouse Agreements on each scheduled or other settlement date in accordance with the terms hereof. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account and will only instruct the Clearing Bank to remit funds directly to the Agent Payment Account, at any time that either of the following events (each, a "Sweep Event") has occurred: (i) a Default or Event of Default shall exist or have occurred which has not been waived by Agent in writing, or (ii) Excess Availability shall be less than $20,000,000. Each Borrower and Guarantor agrees that all payments made to such Agent Payment Account or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory constituting Collateral or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time following the occurrence of an Event of Default which is a continuing Event of Defaultand within sufficient time to credit such Borrower's loan account on such day, and unless if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and until the same is cured (if Borrower has the right notice thereof ARE received in accordance with Agent's usual and customary practices as in effect from time to cure time and within sufficient time to credit such Event of Default hereunder) may terminate the Borrower's authority to collect loan account on such day, and if not, then on the Accounts and-may exercise any or all next Business Day. The economic benefit of the rights contained herein to directly collect all Accounts. Upon such a termination timing in the application of the Borrower's authority, the Lender payments shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have be for the sole right to collect the Receivables benefit of Agent. (c) Each Borrower and take possession of the Accounts Guarantor and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as providedtrustee for Agent, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon property of Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Accounts constituting Collateral or other evidences of payment that may Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the Lender's possession; (b) same to sign be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the BorrowerGuarantor's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.own

Collection of Accounts. The LenderLender may, at any time or and from time to time following the occurrence of an Event of during a Default which is a continuing Event of DefaultPeriod, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the enforce collection of any of Borrower's name upon any note, acceptances, checks, drafts, money orders ’s Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to Borrower by suit or otherwise; (b) exercise all of Borrower’s rights and remedies with respect to sign the proceedings brought to collect any Accounts or other amounts owed to Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) surrender, release or exchange all or any part of any Accounts or other amounts owed to send verifications of Accounts to Borrower, or compromise or extend or renew for any customerperiod (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of Borrower or other amount owed to notify the Post Office authorities Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the Borrower; and (f) to do all other acts and things which are necessary, properin Lxxxxx’s sole discretion, to fulfill Borrower’s obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out the terms and conditions and purposes and intent of this AgreementBorrower. All acts of such attorney or designee are hereby ratified and approvedIn addition to any other provision hereof, and such attorney or designee shall not be liable for Lender may at any acts of omission or commission other than acts of intentional wrongdoingtime, nor for during a Default Period, at Borrower’s expense, notify any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at any time or from time to time following Bank shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by Bank upon the occurrence of an Event of Default which that is a continuing Event continuing. (a) Bank is authorized and empowered at any time in its sole discretion (i) to require Borrower to notify, or itself to notify, either in its own name or in the name of DefaultBorrower, all or any of Borrower’s account debtors, and unless any other Person obligated to Borrower, that Borrower’s Accounts have been assigned to Bank and until to request in its name, in the same is cured (if name of Borrower has or in the right to cure name of a third Person, confirmation from any such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any account debtor or all other Person of the rights contained herein amount payable and any other matter stated therein or relating thereto, (ii) to directly collect all Accounts. Upon such a termination of demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority, Obligations and to apply against the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance), (iii) to enforce payment of any Account and any other obligation of any Person to Borrower either in its own name or in the Accountsname of Borrower, (iv) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (bv) to sign the Borrower's ’s name on any invoice or xxxx of lading relating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cvi) Dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints Bank and any employee or representative of Bank as Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of Bank to effect the provisions of this Section 4.5 and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all acts of such attorney or designee are hereby ratified attorneys-in-fact and approved, and neither Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by Bank or on behalf of Bank or Borrower and, if paid or incurred by Bank, the same shall be an Obligation owing by Borrower to Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other Persons communicating with Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing Persons acting upon and in accordance with Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, Bank’s request and demand to pay money and deliver other property to Bank or Bank’s representatives, all without liability to Borrower for so doing. (b) At Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with Bank or its representative, over which Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by Bank as security for the Obligations. Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for Bank until deposit thereof is made in the special account. Bank may at any time and from time to time, in its sole discretion, apply any part of the credit balance in the special account to the payment of all or any of the Obligations, whether or not the same be due, and to payment of any other obligations owing to Bank under or on account of this Agreement or any of the other Loan Documents. In the event the balance of the Obligations remain unpaidoutstanding is ZERO at anytime prior to the Revolving Maturity Date, and provided no Event of Default has occurred or is continuing, Bank will pay over to Borrower any excess good and collected funds received by Bank from Borrower as aforesaid. The Lender mayOn the Revolving Maturity Date and upon the full and final payment of all of the Obligations (other than inchoate indemnity obligations for which no claim has been asserted) and the other obligations as aforesaid, together with a termination of Bank’s obligation to make additional Advances, Bank will pay over to Borrower any excess good and collected funds received by Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. In the event of such application, Borrower consents to the appointment of such receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without notice to Borrower, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent any other Person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by Bank, Borrower hereby agrees to pay to Bank, on demand, all such costs and expenses, together with interest thereon from the Borrower, xxx upon or otherwise collect, extend the time date of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of at the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereonDefault Rate. The Lender is authorized and empowered to accept the return of the goods represented All sums so paid by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the LenderBank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms and conditions thereofLoan Documents to Bank.

Collection of Accounts. The Lender(a) Secured Party conditionally authorizes Debtor to collect accounts from Debtor's account debtors provided, however, this privilege may be terminated by Secured Party at any time or from time upon an Event of Default and, upon such Event of Default, Secured Party shall have all of Debtor's rights, title, and interest in the accounts (to time following the extent permitted under applicable law), including a right of stoppage in transit. After the occurrence of an Event of Default which is a continuing Default, Secured Party (to the extent permitted under applicable law) may notify any account debtor(s) of Secured Party's security interest in Debtor's accounts and shall be entitled to collect same, and, Debtor will thereafter receive all accounts payments as the agent of and as trustee for Secured Party and will deliver to Secured Party on the day of receipt, all checks, cash, drafts, acceptances, notes and other accounts payments and, until such delivery, Debtor shall not use or commingle any accounts payments and shall at all times keep all such remittances separate and apart from Debtor's own funds, capable of identification as the Secured Party’s property. After the occurrence of an Event of Default, Secured Party and unless and until its representatives are hereby authorized to endorse in Debtor's name, any item received by the same is cured (if Borrower has the right to cure such Event Secured Party representing any payment on or proceeds of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the AccountsCollateral, and thereafter may sign Debtor's name upon all accounts, invoices, assignments, financing statements, notices to debtors, bills of lading, storage receipts, or other instruments or documents in respect to the Lender shall have account debtors, the sole right to collect the Receivables and take possession of the Accounts and Records relating proceeds therefrom, or property related thereto. All Debtor shall promptly give Secured Party copies of the Lender's collection expenses all accounts statements, accompanied by such additional information, documents, or copies thereof, as Secured Party may request. Debtor shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and maintain all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power records with respect to the Accounts: (a) accounts of the Facilities and with respect to indorse the Borrowergeneral conduct and operation of Debtor's name upon any notebusiness at the Facilities, acceptancesincluding balance sheets, checksoperating statements and other financial information, drafts, money orders or other evidences of payment that in accordance with generally accepted accounting principles and as Secured Party may come into the Lender's possession; reasonably request. (b) Until such time as Secured Party shall notify Debtor of the revocation of such power and authority by reason of an Event of Default (and effective only during the continuance thereof), Debtor (i) may, only in the ordinary course of business, at its own expense, sell, lease or furnish under contracts of service any of the inventory normally held by Debtor for such purpose; (ii) may use and consume any raw materials, work in process or materials, the use and consumption of which is necessary in order to sign carry on Debtor’s business; (iii) replace equipment in accordance with the Borrower's name on any invoice relating provisions of the Master Lease; and (iv) shall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the AccountsCollateral, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify including the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts taking of such attorney action with respect to such collection as Secured Party may request or, in the absence of such request, as Debtor may deem advisable. A sale, lease, furnishing of services or designee are hereby ratified and approved, and such attorney other transfer of the Collateral as a partial or designee total satisfaction of any debt of Debtor shall not be liable for any acts constitute a sale in the ordinary course of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofbusiness.

Collection of Accounts. (a) Upon the payment in full of all the obligations under the PNC Financing Agreements and if PNC’s interest in the Blocked Accounts and Depository Accounts are not otherwise assigned or transferred in accordance with the terms of the Intercreditor Agreement, the Borrowers shall, at the request of the Agent, establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Collateral Accounts”) as Required Lenders may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are acceptable to Agent, into which Collateral Accounts the Borrowers shall promptly deposit, and direct its accounts debtors, if any that remit payments by electronic funds transfers to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made or received, whether by cash, cheque or other manner. The Lenderparties hereto agree that: (i) the Borrowers have access to all funds in its bank accounts including the Collateral Accounts until a Default or Event of Default has occurred and is continuing; and (ii) as of the date of this Agreement, the Borrowers are freely choosing to deposit, and direct its account debtors that remit payments by electronic funds transfer to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral into the Collateral Accounts. (b) The banks at which the Collateral Accounts are established, the Borrowers and Agent shall enter into “springing” deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to Required Lenders, acting reasonably, providing that: (i) the depository bank has no Lien upon, or right to set-off against, the Collateral Accounts, the items received for deposit therein, or the funds from time to time on deposit therein; and (ii) at any time a Default or Event of Default has occurred and is continuing, Agent may (and at the direction of Agent shall) provide notice to the depository bank (such notice being the “Full Control Notice”) to wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Collateral Accounts to the Payment Accounts. The Borrowers agree that, at any time a Default or Event of Default has occurred and is continuing and a Full Control Notice has been delivered by Agent to the depository bank, all payments made to such Collateral Accounts or Payment Accounts or other funds received and collected by Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, shall be the property of Agent, for the benefit of Lenders, and shall be applied by Agent to the Obligations in accordance with Section 5.4. (c) For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Agent in the Payment Accounts provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time following and within sufficient time to credit the occurrence Borrowers’ loan account on such day, and if not, then on the next Business Day. If Agent receives funds in a Payment Account at any time at which no Obligations are payable pursuant to Section 5.4 or in excess of such outstanding Obligations payable pursuant to Section 5.4, Agent shall transfer such funds to the Borrowers at such account as the Borrowers may direct, provided that the Borrowers shall, at Agent’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Agent a cash collateral agreement in form and substance satisfactory to Agent providing to Agent a first priority Lien over such account. (d) At any time a Default or Event of Default has occurred and is continuing, the Borrowers and all of their affiliates, Subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which is a continuing Event of Defaultcome into their possession or under their control and immediately upon receipt thereof, and unless and until shall deposit or cause the same is cured (if Borrower has to be deposited in the right Collateral Accounts or the Payment Accounts, or remit the same or cause the same to cure such be remitted, in kind, to Agent. In no event, after a Default or Event of Default hereunder) may terminate has occurred and is continuing, shall the Borrower's authority same be commingled with the Borrowers own funds. The Borrowers agree to collect reimburse Agent on demand for any amounts owed or paid to any bank at which a Collateral Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Collateral Accounts and-may exercise any or all the Payment Accounts arising out of Agents’ payments to or indemnification of such bank or person. The obligation of the rights contained herein Borrowers to directly collect all Accounts. Upon reimburse Agent for such a amounts pursuant to this Section 5.3 shall survive the termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent renewal of this Agreement. All acts of such attorney or designee . (e) If PNC’s interest in the Blocked Accounts and Depository Accounts are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law assigned and/or transferred to the Agent in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any the terms of the Obligations remain unpaid. The Lender mayIntercreditor Agreement, without notice the Borrowers agree that this Section 5.3 shall apply to or consent from such accounts as if such accounts were Collateral Accounts and/or Payment Accounts and the BorrowerBorrowers further agree, xxx upon or otherwise collect, extend at the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any request of the Accounts Agent to duly execute and deliver or any securitiescause to be duly executed and delivered such further agreements, documents, and instruments or insurances applicable thereto do or release the obligor thereon. The Lender is authorized cause to be done such further acts as may be reasonably necessary to complete and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any enforce such assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofand/or transfer.

Collection of Accounts. Until such time that the Lender shall notify the Borrowers of the revocation of such privilege following an Event of Default, the Borrowers and each of their Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Accounts and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Accounts including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the Accounts as the Lender may request or in the absence of such request, as each of the Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to an Account and may take such other actions relating to the settling of any Account Debtor's claim as may be commercially reasonable. The LenderLender may, at its option, at any time or from time to time following after and during the occurrence continuance of an Event of Default which is a continuing Event hereunder, revoke the collection privilege given in this Agreement to any Borrower and any one or more of Defaultthe Subsidiaries by either giving notice of its assignment of, and unless and until lien on the same is cured (if Borrower has Collateral to the right Account Debtors or giving notice of such revocation to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all AccountsBorrowers. Upon such a termination of the Borrower's authority, the The Lender shall not have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accountsduty to, and the Borrower Borrowers hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If release the Lender is collecting from all claims of loss or damage caused by the Accounts, directly as above provided, the Borrower hereby constitutes the Lender delay or the Lender's designee as the Borrower's attorney-in-fact with power with respect failure to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders collect or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, enforce any of the Accounts or to preserve any securities, instruments or insurances applicable thereto or release rights against any other party with an interest in the obligor thereonCollateral. The Lender is authorized shall be entitled at any time and empowered from time to accept the return of the goods represented by any of the time to confirm and verify Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of DefaultBorrower shall, and unless shall cause each of its Designated Restricted Subsidiaries to, maintain at all times a lockbox (individually, a "LOCKBOX" and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritycollectively, the Lender "LOCKBOXES") and shall have the right to send notice of assignment or notice of the Lender's security interest instructed all account debtors on its Accounts and all obligors with respect to any proceeds of Collateral to remit all Collections and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right such proceeds to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, such Lockboxes (and the Borrower hereby waives notice shall, and shall cause each of presentmentits Designated Restricted Subsidiaries to, protest use its best efforts to cause all account debtors and non-payment all obligors with respect to proceeds of any instrument so endorsedCollateral to remit Collections and such proceeds to such Lockboxes). If The Borrower, its Designated Restricted Subsidiaries, the Lender Agent and the financial institutions selected by the Borrower and acceptable to the Agent (the "LOCKBOX BANKS") shall enter into agreements substantially in the form of Exhibit I, or such other form as the Agent may approve (the "LOCKBOX AGREEMENTS"), which among other things shall provide for the opening of an account for the deposit of Collections and proceeds of Collateral (a "COLLECTION ACCOUNT") at a Lockbox Bank; provided, however, that from the date on which the Borrower or a Designated Restricted Subsidiary opens for business (whether through an Acquisition or otherwise) a new rental yard in an area not previously served by a rental yard of the Borrower or a Designated Restricted Subsidiary until the earlier of (i) the 120th day thereafter and (ii) the date a Lockbox for such new rental yard is collecting the Accounts, directly as above providedestablished, the Borrower hereby constitutes or such Designated Restricted Subsidiary may maintain accounts into which the Lender Borrower or such Designated Restricted Subsidiary deposits Collections and proceeds of Collateral for the Lender's designee new rental yard (individually, a "RESTRICTED ACCOUNT" and collectively, the "RESTRICTED ACCOUNTS") with the financial institutions selected by the Borrower and acceptable to the Agent (the "RESTRICTED ACCOUNT BANKS"), and, within 15 Business Days after the opening of any such Restricted Account, the Borrower or such Designated Restricted Subsidiary, as the Borrower's attorney-in-fact with power case may be, the Agent and such financial institutions shall enter into agreements with respect to the Accounts: respective Restricted Accounts substantially in the form of Exhibit J (a) the "RESTRICTED ACCOUNT AGREEMENTS"). All Collections and other amounts received or receivable by the Borrower or a Designated Restricted Subsidiary from any account debtor, in addition to indorse all other cash and proceeds of Collateral received from any other source, shall upon receipt be deposited into a Collection Account or a Restricted Account, as the case may be, of the Borrower or such Designated Restricted Subsidiary. Except with respect to the replacement of a Restricted Account Agreement with a Lockbox Agreement, termination or modification of such arrangements shall be subject to approval by the Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements or the Restricted Account Agreements, as the case may be, all available amounts held in each Collection Account or Restricted Account, as the case may be, of the Borrower or a Designated Restricted Subsidiary shall be wired each Business Day into the Borrower's name concentration account maintained by the Agent with the Disbursement Bank (such concentration account or such other account as the Agent may approve in writing, the "CONCENTRATION ACCOUNT"). All amounts received in the Concentration Account from the Lockbox Banks or the Restricted Account Banks, in each case of the Borrower or a Designated Restricted Subsidiary, shall be credited to the account of such Borrower and applied and apportioned in accordance with Section 2.9. All Collections and other proceeds of Collateral which are received directly by the Borrower or a Designated Restricted Subsidiary shall be deemed to have been received by the Borrower or such Designated Restricted Subsidiary as the Agent's trustee and, upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating or such Designated Restricted Subsidiary's receipt thereof, such Person shall immediately transfer or cause to any of the be transferred, all such amounts into such Person's Collection Accounts (or, with respect to rental yards for which a Lockbox has not yet been established, into such Person's Restricted Accounts for those rental yards) in their original form, together with such endorsements thereon as are necessary or appropriate to permit their immediate deposit into such Collection Accounts or Restricted Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify as the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofcase may be.

Collection of Accounts. The (a) Until the occurrence of an Event of ---------------------- Default that is continuing, the Borrower shall collect all Accounts, shall receive all payments relating to Accounts, and shall promptly deposit all such collections into a Payment Account established for the account of the Borrower at a bank acceptable to the Borrower and the Lender. All collections relating to Accounts received in any such Payment Account or directly by the Borrower or the Lender, at and all funds in any time Payment Account or from time other account to time following which such collections are deposited, shall be the sole property of the Lender and subject to the Lender's sole control. After the occurrence of an Event of Default which that is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritycontinuing, the Lender shall may, at any time, notify obligors that the Accounts have been assigned to the right to send notice of assignment or notice Lender and of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the AccountsSecurity Interest therein, and thereafter may collect them directly and charge the Lender shall have the sole right to collect the Receivables collection costs and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account loan account. After the occurrence of an Event of Default that is continuing, the Borrower, at Lender's request, shall execute and added deliver to the Obligations. If the Lender is collecting the Accounts such documents as provided, the Lender shall have require to grant the right Lender access to receiveany post office box in which collections of Accounts are received. (a) If sales of Inventory are made for cash, indorsethe Borrower shall immediately deliver to the Lender the identical checks, assign and deliver in cash, or other forms of payment which the Borrower receives. (b) All payments received by the Lender on account of Accounts or as Proceeds of other Collateral will be the Lender's name or sole property and will be credited to the Borrower's name any and all checks, drafts and other instruments loan account (conditional upon final collection) after allowing one (1) Business Day for collection. (c) In the payment of money relating to the Accounts, and event the Borrower hereby waives notice repays all of presentmentthe Obligations upon the termination of this Agreement, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or other than through the Lender's designee as receipt of payments on account of Accounts or Proceeds of other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's attorney-in-fact with power with respect to the Accounts: loan account one (a1) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into Business Day after the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions receipt thereof.

Collection of Accounts. (a) Borrower shall, and shall cause each of its Subsidiaries to, immediately but not later than thirty (30) days after the Closing Date, instruct all Account Debtors or other obligors (including credit card processors) to remit all Collections directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. Borrower shall use its commercially reasonable best efforts to cause all cash received by Borrower or any such Subsidiary at any restaurant location and all other Collections and other amounts received directly by Borrower or any such Subsidiary from any Account Debtor or any other source on any day to be deposited on the next Business Day into any bank account, thereupon to be deposited to or sent by electronic funds transfer (including, but not limited to, ACH transfers) on the Business Day following the date of deposit to the Concentration Account. With respect to the Concentration Account, Borrower, Collateral Agent and the Concentration Account Bank shall enter into a Blocked Account Agreement. The Blocked Account Agreement shall not be modified by Borrower without the prior written consent of Lender. Upon the terms and subject to the conditions set forth in the Blocked Account Agreement, all amounts received in the Concentration Account shall be under the dominion and control of Borrower unless and until the occurrence and continuance of an Event of Default, whereupon amounts deposited in the Concentration Account shall be under the dominion and exclusive control of Collateral Agent and Borrower shall not have any right to withdraw amounts in the Concentration Account. (b) Notwithstanding the foregoing, all proceeds from the sale of assets permitted hereunder, to the extent required by the Intercreditor Agreement, shall be deposited into the DDA that is subject to the Pledge Agreement, and shall be distributed in accordance with the Intercreditor Agreement and this Agreement. (c) Schedule 2.7 sets forth all arrangements to which Borrower or any Subsidiary of Borrower is a party with respect to the payment to it of the proceeds of all credit card charges for sales by it. With respect to each such arrangement, Borrower shall, and shall cause each of its Subsidiaries to, enter into a Credit Card Agreement with the applicable credit card processor. Borrower shall not, and shall not permit any of its Subsidiaries to, attempt to change any direction or designation set forth in the Credit Card Agreements regarding payment or charges without the prior written consent of Lender, and it will not establish any other arrangement with respect to credit card charges unless, contemporaneously with such establishment, it delivers to Lender a Credit Card Agreement with respect thereto in form and substance satisfactory to Lender. (d) Borrower shall not, and shall not permit any of its Subsidiaries to, open or maintain any DDA or other bank account or investment account with any bank or other financial institution other than the Designated Account, the Concentration Account and the other accounts listed on Schedule 2.7, which schedule includes the name and address of each such financial institution and the account number of each DDA or other bank account or investment account maintained at such financial institution; provided, however, that Borrower may open new retail deposit accounts in the ordinary course of business; provided further, however, that Borrower shall update Schedule 2.7 reflecting any time such new retail deposit account on a quarterly basis so long as no Event of Default has occurred and is continuing, and on a monthly basis thereafter or more frequently as reasonably requested by Lender; provided further, however, that Borrower shall close the Concentration Account (and establish a replacement account at a new Concentration Account Bank subject to a Blocked Account Agreement) promptly and in any event within (30) days following notice from Lender that the creditworthiness of Hibernia or any subsequent Concentration Account Bank is no longer acceptable to Lender in its Permitted Discretion. All DDAs and other deposit accounts and investment accounts of Borrower are listed on Schedule 2.7, as such schedule may be amended from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver set forth in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent preceding sentence of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofSection 2.7.

Collection of Accounts. The (a) On and after the occurrence of any Event of Default hereunder, any and all proceeds from its Accounts received by Borrowers shall be held in trust by the Borrowers for Lender, at shall not be commingled with any time other funds or property of the Borrower, and Borrowers shall turn over such proceeds to Lender daily in the exact form in which they are received, together with a collection report in form satisfactory to Lender. Lender shall thereafter promptly apply, subject to collection, all or such portion (as Lender may determine in its discretion) of such proceeds from time Accounts, and all or such portion of any proceeds of Accounts otherwise received by it pursuant hereto, to time following the payment of the Obligations in such order of application as Lender, in its sole discretion, may determine, and Lender shall deposit the balance, if any, of such proceeds into Borrower's operating account. (b) Borrowers shall, when requested by Lender after the occurrence of an Event of Default which is Default: (i) Assign or endorse the Accounts to Lender and notify Account Debtors that the Accounts have been assigned and should be paid directly to Lender, (ii) Xxxx or stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to Biotech Research Fund I LLC" and stamp or otherwise xxxx and keep its books, records, documents and instruments relating to the Accounts in such manner as Lender may require; and/or (iii) Xxxx or stamp all invoices with a continuing legend satisfactory to Lender so as to indicate that the same should be paid directly to Lender. (c) Notwithstanding the foregoing, Lender shall have the right, at any time after the occurrence of an Event of Default, and unless and until or a state of facts which but for the same is cured (if Borrower has the right to cure such passage of time, giving of notice, or both, would constitute an Event of Default hereunder) may terminate the Borrower's authority Default, to collect itself so notify such Account Debtors to make such payments of the Accounts and-may exercise any or all of the rights contained herein directly to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender and Lender shall have the further right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office post office authorities to change the address for delivery of mail of Borrowers to an address designated by Lender and to receive, open and dispose of all mail addressed to Borrowers relating to the Borrower; Accounts. (fd) For the purpose of this Paragraph 4, Borrowers hereby irrevocably constitutes Lender as its attorney-in-fact, coupled with an interest, to do all other acts issue in the name and things necessaryexecute or endorse on behalf of Borrowers each and every notice, proper, or convenient instrument and document necessary to carry out the terms and conditions and purposes and intent purpose of the provisions of this Agreement. All acts of such attorney or designee are hereby ratified and approvedParagraph 4, and to take such attorney action in connection with the collection of the Accounts, including, without limitation, suing thereon, compromising or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoingadjusting the same, nor for any error of judgment or mistake of fact of law as Lender, in accordance with this Agreementits sole discretion, deems necessary. The power of attorney granted hereby grantedshall be self-executing, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice but Borrowers shall promptly execute and deliver to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the upon written request of Lender, such additional separate powers of attorney, as Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofmay from time to time reasonably request.

Collection of Accounts. The LenderAny Proceeds of Accounts collected by the Debtor shall be received and held by the Debtor in trust for the Bank. Unless otherwise agreed by the Bank, at any time or from time the Debtor shall deliver to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all Bank within one day of the rights contained herein to directly collect receipt thereof by the Debtor all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver Proceeds in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment form of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptancescash, checks, drafts, money orders notes and other remittances received in payment of or other evidences on account of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Debtor's Accounts. Such Proceeds shall be deposited in a special non-interest bearing bank account (the "Cash Collateral Account") maintained with the Bank over which the Bank alone shall have power of withdrawal. All Proceeds other than cash shall be deposited in precisely the form in which received, drafts against customersexcept for the addition thereto of the endorsement of the Debtor when necessary to permit collection of the items, assignments which endorsement the Debtor agrees to make. The Debtor will not commingle any such Proceeds with any of the Debtor's other funds or property but will hold them separate and verifications apart from any other funds or property and upon an express trust for the Bank until deposit thereof is made in the Cash Collateral Account. Periodically, at the Bank's discretion, the Bank will apply all or any part of the collected Proceeds of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify on deposit in the Post Office authorities to change the address for delivery of mail addressed Cash Collateral Account to the Borrower; (f) payment in full or in part of such of the Liabilities and in such order as the Bank may elect. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the collection of any Account, and to do all other acts and things necessary, proper, necessary or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementincidental thereto. The power of attorney Debtor hereby granted, being coupled with an interest, is irrevocable while any of ratifies all that the Obligations remain unpaidBank shall do by virtue hereof. The Lender mayBank may at any time, without notice to or the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request upon default the Debtor shall so notify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Bank. Without the written consent from of the BorrowerBank, xxx upon or otherwise collectthe Debtor shall not compromise, discharge, extend the time of for payment of or compromise otherwise grant any indulgence or settle for cash, credit or otherwise upon allowance with respect to any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofAccount.

Collection of Accounts. The Lender(a) Until Borrowers are notified by Bank to the contrary, Borrowers shall have the right to collect Accounts and deposit proceeds received from Account Debtors in operating accounts of Borrowers maintained at any time or from time to time following the Bank. (b) Following the occurrence of an Event of Default or event which is a continuing following notice or the passage of time would constitute an Event of Default, the Bank may, at its option, notify Borrowers that Borrowers must immediately establish Remittances Accounts at the Bank. Thereafter, Borrowers and unless the Corporate Borrowers shall notify the Bank of such collections as are received pursuant to the provisions of Section 7.1 below and until shall hold the proceeds received from collection in trust for the Bank without commingling the same is cured with other funds of the Borrowers and shall turn the same over to the Bank immediately upon receipt in the identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through remittance or special accounts; the maintenance of any such accounts shall be solely for the convenience of the Bank, and Borrowers shall not have any right, title, or interest in or to any such accounts or in the amounts at any time appearing to the credit thereof. (if Borrower has c) Bank may following notice to Borrowers apply against the right outstanding balance of Borrowers' Loan Account from time to cure time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank's possession (including, without limitation, any such collections and Proceeds in any lock-box, remittance accounts or any operating or other account maintained or to be maintained by or for Borrowers at Bank). Nothing herein shall be deemed to diminish or limit any of Bank's rights or remedies under applicable law or Section 3.3, Section 10, Section 11, or any other Section of this Agreement or otherwise. If no Event of Default hereunder) may terminate the Borrower's authority has occurred or is continuing hereunder and if there is no excess outstanding balance in Borrowers' Loan Account required to collect the Accounts and-may exercise be paid by Borrowers under Section 3.3 hereof, Bank may, at its option, deposit any or all collections on and Proceeds from Accounts Receivable in Bank's possession into the applicable Borrowers' operating account maintained and to be maintained at Bank. Bank shall not be required to credit Borrowers' Loan Account with the amount of any check or other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (d) Until the Bank requests that Account Debtors on accounts of the rights contained herein Borrowers be notified of the Bank's security interest, the applicable Borrowers shall continue to directly collect all such Accounts. Upon such a termination The Borrowers shall, at the request of the Borrower's authorityBank, notify the Lender shall have the right to send notice of assignment or notice Account Debtors of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, Bank in any Account and thereafter the Lender shall have the sole right instruct Account Debtors to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged remit payments directly to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the AccountsBank, and the Borrower Bank may itself, at any time, so notify Account Debtors. 6.2 Borrowers agree that no court action or other legal proceeding or garnishment, attachment, repossession of property, or any other attempt to repossess any merchandise covered by an Account shall be attempted by the Borrowers except by or under the direction of competent legal counsel. Borrowers hereby waives notice of presentment, protest agree to indemnify and non-payment hold the Bank harmless for any loss or liability of any instrument so endorsed. If kind or character which may be asserted against the Lender is collecting the AccountsBank by virtue of any suit filed, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, properprocess issued, or convenient any repossession or attempted repossession done or attempted by the Borrowers or by virtue of any other endeavors which the Borrowers may make to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for collect any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or repossess any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofsuch merchandise.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at the Banks shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by the Banks, or any time or from time to time following of them, upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, but subject to the terms of the Intercreditor Agreement, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, each Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice relating or bill of lading rexxxxng to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall any Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints each Bank and any employee or representative of each Bank as such Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of such Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither any Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to such Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by a Bank or on behalf of a Bank or Borrower and, if paid or incurred by a Bank, the same shall be an Obligation owing by Borrower to such Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after an Event of Default with any Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with a Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, such Bank’s request and demand to pay money and deliver other property to such Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, at any Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with such Bank or its representative, over which such Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by such Bank as security for the Obligations (and shall be subject to the terms of the Intercreditor Agreement). Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement the Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, the Bank maintaining such account may at anytime and from time to time, in its sole discretion but subject to the terms of the Intercreditor Agreement, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to the Banks under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of all Bank’s obligation to make additional Advances, each Bank will pay over to the Borrower any excess good and collected funds received by such Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, each Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by any Bank, Borrower hereby agrees to pay to such Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lendera Bank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to such Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, each Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to such Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and the Banks have no further obligation to make Advances, the Bank or Banks, as applicable shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The Lender, at At any time or from time to time following after the occurrence of an Event of Default and during the continuance thereof, Secured Party shall have the right to require Debtor to, and Debtor shall, upon written notice from Secured Party: (a) Make collections of proceeds upon its Accounts, as herein defined, hold the proceeds received from collections in trust for Secured Party and turn over such proceeds to Secured Party daily in the exact form in which is they are received, together with a continuing collection report in form satisfactory -4- 5 to Secured Party. Secured Party shall immediately apply, subject to collection, such proceeds and any proceeds of Accounts received by it pursuant to the following provisions of this Section 2 to the payment of the Obligations in such order of application as Secured Party, in its sole discretion, may determine; (b) Assign or endorse the Accounts to Secured Party, and notify account debtors that the Accounts have been assigned and should be paid directly to Secured Party; (c) Turn over to Secured Party all Inventory, as herein defined, returned in connection with any of the Accounts; (d) Mark xx stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to Guntxxx Xxxtners, LLC" and stamp or otherwise mark xxx keep its books, records, documents and instruments relating to the Accounts in such manner as Secured Party may require; and (e) Mark xx stamp all invoices with a legend satisfactory to Secured Party so as to indicate that the same should be paid directly to Secured Party. Notwithstanding the foregoing, Secured Party shall have the right, at any time after the occurrence of an Event of Default, and unless and until during the same is cured (if Borrower has the right continuance thereof, to cure itself so notify such Event of Default hereunder) may terminate the Borrower's authority account debtors to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon make such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession payments of the Accounts and Records relating thereto. All directly For the purpose of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts this Sectxxx 0, Xxxxxx xxxeby irrevocably constitutes Secured Party as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the BorrowerDebtor's attorney-in-fact to issue in the name and execute or endorse on behalf of Debtor each and every notice, instrument and document necessary to carry out the purposes of the provisions of this Section 2, and to take such action in connection with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any collection of the Accounts, drafts against customersincluding, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify without limitation, suing thereon, compromising or adjusting the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things same, as Secured Party, in its sole discretion, deems necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney granted hereby grantedshall be self-executing, being coupled with an interestbut Debtor shall promptly execute and deliver to Secured Party, is irrevocable while any upon written request of the Obligations remain unpaid. The Lender maySecured Party, without notice such additional separate powers of attorney, as Secured Party may from time to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofreasonably request.

Collection of Accounts. The (a) On and after the occurrence of any Event of Default hereunder, any and all proceeds from its Accounts received by Borrower shall be held in trust by the Borrower for Lender, at shall not be commingled with any time other funds or property of the Borrower, and Borrower shall turn over such proceeds to Lender daily in the exact form in which they are received, together with a collection report in form satisfactory to Lender. Lender shall thereafter promptly apply, subject to collection, all or such portion (as Lender may determine in its discretion) of such proceeds from time Accounts, and all or such portion of any proceeds of Accounts otherwise received by it pursuant hereto, to time following the payment of the Obligations in such order of application as Lender, in its sole discretion, may determine, and Lender shall deposit the balance, if any, of such proceeds into Borrower's operating account. (b) Borrower shall, when requested by Lender after the occurrence of an Event of Default which is Default: (i) Assign or endorse the Accounts to Lender and notify Account Debtors that the Accounts have been assigned and should be paid directly to Lender, (ii) Xxxx or stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to BWY Holdings LLC" and stamp or otherwise xxxx and keep its books, records, documents and instruments relating to the Accounts in such manner as Lender may require; and/or (iii) Xxxx or stamp all invoices with a continuing legend satisfactory to Lender so as to indicate that the same should be paid directly to Lender. (c) Notwithstanding the foregoing, Lender shall have the right, at any time after the occurrence of an Event of Default, and unless and until or a state of facts which but for the same is cured (if Borrower has the right to cure such passage of time, giving of notice, or both, would constitute an Event of Default hereunder) may terminate the Borrower's authority Default, to collect itself so notify such Account Debtors to make such payments of the Accounts and-may exercise any or all of the rights contained herein directly to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender and Lender shall have the further right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office post office authorities to change the address for delivery of mail of Borrower to an address designated by Lender and to receive, open and dispose of all mail addressed to Borrower relating to the Borrower; Accounts. (fd) For the purpose of this Paragraph 5, Borrower hereby irrevocably constitutes Lender as its attorney-in-fact, coupled with an interest, to do all other acts issue in the name and things necessaryexecute or endorse on behalf of Borrower each and every notice, proper, or convenient instrument and document necessary to carry out the terms and conditions and purposes and intent purpose of the provisions of this Agreement. All acts of such attorney or designee are hereby ratified and approvedParagraph 5, and to take such attorney action in connection with the collection of the Accounts, including, without limitation, suing thereon, compromising or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoingadjusting the same, nor for any error of judgment or mistake of fact of law as Lender, in accordance with this Agreementits sole discretion, deems necessary. The power of attorney granted hereby grantedshall be self-executing, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice but Borrower shall promptly execute and deliver to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the upon written request of Lender, such additional separate powers of attorney, as Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofmay from time to time reasonably request.

Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts (the "BLOCKED ACCOUNTS"), as Lender may specify, and Lender may establish and maintain bank accounts of Lender in Canada ("PAYMENT ACCOUNTS") in each case with such banks as are acceptable to Lender into which Borrower shall, in accordance with Lender's instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral, with the exception of payments received in connection with Excluded Accounts, in the identical form in which such payments are made, whether by cash, cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, at any time providing that all items received or deposited in the Blocked Accounts are subject to the first priority security interest of Lender, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time following the occurrence on deposit therein and that upon receipt of an Lender's notice that a Cash Dominion Event of Default which has occurred and is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authoritycontinuing, the depository bank will, without further inquiry, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose. Borrower agrees that all payments made to such Blocked Accounts shall have be subject to the right to send notice of assignment or notice of the Lender's first priority security interest to any of Lender and that all customers or any third party holding or otherwise concerned with any of the Accountspayments made, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby grantedSection, being coupled with an interestto such Payment Accounts or other funds received and collected by Lender, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender to the extent of any securitiesoutstanding Obligations. (b) Such payments made to the Payment Account (conditional upon final collection which may be subject to fees, instruments expenses and charges resulting from things such as the dishonour of cheques), will be applied, for all purposes, including for purposes of calculating the amount of the Revolving Loans available to Borrower and of calculating interest on the Obligations, to the Obligations on the same Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or insurances applicable thereto in excess of then outstanding Obligations, Lender shall hold such funds in trust for Borrower and shall, by no later than the Business Day following receipt by Lender of: (i) immediately available funds in the Payment Account, provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time; and (ii) a direction from Borrower to advance such funds, advance such excess funds to the Blocked Account. Lender shall no later than the Business Day following the day on which there ceases to be a Cash Dominion Event, deliver to the bank at which the Blocked Account is maintained an executed "Unblocked Notice" in the form attached to the Blocked Account Agreement. (c) Borrower and all of its affiliates, Subsidiaries, shareholders, directors, employees or release agents shall receive, subject to the obligor thereonfirst priority security interest of Lender, any monies, cheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, with the exception of Excluded Accounts, which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. Borrower agrees to reimburse Lender on demand for any amounts owed or paid by Lender to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's required payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender is authorized and empowered for such amounts pursuant to accept this Section 6.3 shall survive the return termination or non-renewal of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofthis Agreement.

Collection of Accounts. The Each Guarantor hereby authorizes the Lender, at any time or from time to time following the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right at any time and from time to send time, during the continuance of an Event of Default, without notice of assignment or notice of the Lender's security interest to such Guarantor, subject to any and all customers or any third party holding or otherwise concerned with any of the Accountsrestrictions imposed by applicable law, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse notify any or all account debtors to such Guarantor that the Borrower's name upon any noteLender has a security interest in such Collateral and direct all such Persons to make payments to the Lender or to a lockbox designated by the Lender of all sums owing by them to such Guarantor, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office postal authorities to change the address for delivery of mail to such address as the Lender may designate; (b) to receive, endorse, assign and deliver, in such Guarantor's name or in the name of the Lender, all checks, notes, drafts and other instruments relating to any Collateral, including receiving, opening and properly disposing of all mail addressed to the Borrowersuch Guarantor concerning Accounts Receivable; (fc) to do all other acts sell or assign the Accounts Receivable upon such terms as the Lender may deem advisable; (d) to sign such Guarantor's name on any invoice or bill of lading relating to any account drafts against account debtoxx, on schedules and things necessaryassignments of Accounts Receivable, proper, or convenient to carry out the terms and conditions and purposes and intent on notices of this Agreement. All acts of such attorney or designee are hereby ratified and approvedassignment, and on verifications of Accounts and on notices to account debtors; and (e) to take or bring at such attorney Guarantor's cost, in such Guarantor's name or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any the name of the Obligations remain unpaid. The Lender, all steps, actions and suits deemed by the Lender maynecessary to effect collections and to enforce payment of any Accounts Receivable, without notice to settle, compromise or consent from the Borrowerrelease in whole or in part any amounts owing on Accounts Receivable, xxx upon to prosecute any action or otherwise collectproceeding with respect to Accounts Receivable, to extend the time of payment of any and all Accounts Receivable and to make allowances and adjustments with respect thereto. Any and all disbursements for reasonable costs and expenses incurred or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent paid by the BorrowerLender with respect to the enforcement, all without discharging collection or protection of its interest in the Collateral, or against any way affecting the Borrower's liability hereunder. The Lender does notGuarantor, whether by anything herein or in any assignment suit or otherwise, assume any notification of account debtors and other obligors, including reasonable attorneys' fees, court costs and similar expenses, if any, shall become a part of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance Guaranteed Obligations secured by the Borrower of any of the terms and conditions thereofCollateral, payable on demand.

Collection of Accounts. The Lender(a) Borrower shall establish and maintain, at any time its expense, blocked accounts (“Blocked Accounts”), with such Lenders as Borrower may select, and the Administrative Agent shall establish and maintain bank accounts of the Administrative Agent (“Payment Accounts”) in each case on its own books or with such banks as are selected by the Administrative Agent. Borrower shall promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit, to such Blocked Accounts all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to the Administrative Agent, providing (i) that all items received or deposited in the Blocked Accounts are subject to the security interest held by the Administrative Agent, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time following on deposit therein, save for customary rights in such agreements to recover normal fees, costs and expenses incurred in operating such accounts and reimbursement for chargebacks, errors and items returned through the occurrence clearing, and (ii) that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the operating accounts maintained by an Operating Company with the Swingline Lender (each, a “Collection Account”). (b) For purposes of calculating the amount of the Revolving Loans Borrowing Base available to the Borrower, such payments made to the Blocked Account, will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative Agent of immediately available funds in the Payment Account provided such payments are received within sufficient time to credit Borrower’s loan account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Revolving Loans, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by the Administrative Agent in the Payment Account provided such payments or other funds are received within sufficient time to credit Borrower’s loan account(s) on such day, and if not, then on the next Business Day. If the Administrative Agent receives funds in a Blocked Account at any time at which no Revolving Loans are outstanding or in excess of such outstanding Obligations, the Administrative Agent shall transfer such funds to the Borrower at such account as Borrower may direct (which account is, as of the date hereof, set out in Schedule 10.17), provided that the Borrower shall, at the Administrative Agent’s request, deposit such funds to an account maintained at the bank at which the Blocked Accounts are maintained (which account is, as of the date hereof, set out in Schedule 10.17) and, prior to such transfer, shall execute and deliver to the Administrative Agent a cash collateral agreement in form and substance satisfactory to the Administrative Agent providing to the Administrative Agent a first priority security interest over such account. (c) Borrower shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent, any monies, cheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse the Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lenders’ payments to or indemnification of such bank or person, unless such payment or indemnification is caused by the wilful misconduct or gross negligence of such Lender. The obligation of the Borrower to reimburse Lenders for such amounts pursuant to this Section 7.3 shall survive the termination or non-renewal of this Agreement. (d) For greater certainty, the Borrower hereby acknowledges, confirms, covenants and agrees to and in favour of Lenders that notwithstanding an Event of Default, it shall continue to comply with any Blocked Accounts or Payment Accounts agreements required pursuant to this Agreement and that the continued operation of such Blocked Accounts or Payment Accounts before or after an Event of Default which is a continuing Event shall not in any way be deemed to be an enforcement by Lenders of Default, any of its security agreements and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall that Lenders have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accountscontractual right, and the Borrower hereby waives notice consents and irrevocably and unconditionally authorizes and directs Lenders, to continue to apply any and all deposits and proceeds of presentment, protest and non-payment of any instrument so endorsed. If Collateral against the Lender is collecting outstanding Obligations. (e) Notwithstanding anything to the Accounts, directly as above providedcontrary contained herein, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect provisions in this Section 7.3 relating to the Accounts: Administrative Agent’s dominion over Borrower’s accounts, and particularly the required wire transfer to a Collection Account pursuant to clause (aii) of Section 7.3(a), shall only be triggered during the continuance of a Trigger Event. For greater certainty, all other provisions in this Section 7.3 shall apply in any event, including without limitation the obligation to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come make payments into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Blocked Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender or Lender, 's designee may at any time time, with or from time without notice to time following Borrower, subject to the occurrence second sentence of an Event this Section 2.5, (a) notify customers, Account debtors or other obligors of Default which is Borrower that the Accounts and other Collateral have been assigned to Lender and that Lender has a continuing Event of Defaultsecurity interest therein and (b) collect the Accounts and other Collateral directly and add the collection costs and expenses thereof to the Obligations; provided, and however, unless and until the same is cured (if Lender takes such action or gives Borrower has the right other written instructions, Borrower shall notify all Account debtors and other obligors of Borrower to cure such Event of Default hereunder) may terminate the Borrower's authority to collect remit payments on the Accounts and-may exercise any and other Collateral to a lockbox to be designated by Lender, or all in the case of the rights contained herein payments to directly collect all Accounts. Upon such a termination of the Borrower's authoritybe made by wire transfer, the ACH or other electronic means, to an account designated by Lender over which Lender shall have control. In the right to send notice of assignment event Lender or notice of the Lender's security interest designee provides notice to customers, Account debtors or other obligors of Borrower as provided for in this Section 2.5, Lender agrees that Lender will use its best efforts to notify Borrower of same within five (5) Business Days. All such payments remitted to the lockbox or made by wire transfer, ACH or other electronic means to the account designated by Lender shall then be credited to a deposit account of Lender into which remittances from Account debtors and other obligors of Borrower and obligors of other customers of Lender may be credited. If, notwithstanding any notices that may be sent to Account debtors or other obligors of Borrower, Borrower obtains payment on any Account or other Collateral, including, without limitation, collections under credit card sales, Borrower shall receive any and all customers or any third party holding or otherwise concerned such payments on Accounts and other Collateral and other proceeds (including cash) in trust for Lender and shall immediately deliver said payments to Lender in the original form as received, together with any necessary endorsements thereof, and/or at the discretion of the AccountsLender, shall deposit said payments into a deposit account designated by, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the name of and under the exclusive control of, Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender or Lender, 's designee may at any time or from time to time following during the occurrence existence of an Event of Default which is a continuing Event of Default, with or without notice to Borrower, (a) notify customers, Account debtors or other obligors of Borrower that the Accounts and other Collateral have been assigned to Lender and that Lender has a security interest therein and (b) collect the Accounts and other Collateral directly and add the collection costs and expenses thereof to the Obligations; provided, however, unless and until the same is cured (if Lender takes such action or gives Borrower has the right other written instructions, Borrower shall notify all Account debtors and other obligors of Borrower to cure such Event of Default hereunder) may terminate the Borrower's authority to collect remit payments on the Accounts and-may exercise any and other Collateral to a lockbox to be designated by Lender, or all in the case of the rights contained herein payments to directly collect all Accounts. Upon such a termination of the Borrower's authoritybe made by wire transfer, the ACH or other electronic means, to an account designated by Lender over which Lender shall have control. Notwithstanding the right foregoing, as to send notice any Account debtor that has Concentration Percentage of assignment more than twenty percent (20%) (or notice 25% aggregated across all Borrower entities) as contemplated by the definition of Eligible Accounts, and if the Concentration Percentage of any Account debtor exceeds twenty percent (20%) (or 25% aggregated across all Borrower entities), said Account debtor may be notified of Lender's security interest in Accounts prior to the existence of an Event of Default. All such payments remitted to the lockbox or made by wire transfer, ACH or other electronic means to the account designated by Lender shall then be credited to a deposit account of Lender into which remittances from Account debtors and other obligors of Borrower and obligors of other customers of Lender may be credited. If, notwithstanding any notices that may be sent to Account debtors or other obligors of Borrower, Borrower obtains payment on any Account or other Collateral, including, without limitation, collections under credit card sales, Borrower shall receive any and all customers or any third party holding or otherwise concerned such payments on Accounts and other Collateral and other proceeds (including cash) in trust for Lender and shall immediately deliver said payments to Lender in the original form as received, together with any necessary endorsements thereof, and/or at the discretion of the AccountsLender, shall deposit said payments into a deposit account designated by, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the name of and under the exclusive control of, Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.

Collection of Accounts. The Lender(a) In the event that the Borrower is in default of (1) the Minimum Excess Availability covenant contained in Section 6.3 of this Agreement and, provided there is at least $1.00 of Excess Availability, such default continues for a period of fifteen (15) days or (2) the provisions of Section 8(a) hereof, after giving effect to any time period of grace, then in each instance and in addition to any other rights of the Administrative Agent or from time the Lenders and/or remedies available to time following the occurrence Administrative Agent under the Loan Documents (y) the Administrative Agent shall give the Notice of an Event Exclusive Control under the Control Agreement, for the Borrower’s and the Control Agreement Guarantors’ cash concentration account(s) at Mellon Bank, N.A. and, in addition, (z) the Administrative Agent shall (A) require the Borrower to deposit, promptly upon receipt, all payments on Accounts and all proceeds of Default other collateral securing the Revolving Credit Loans in the identical form in which is a continuing Event of Defaultsuch payments are made, whether by cash, check or other manner, into the Blocked Account, (B) cause the Borrower to give notice to all account debtors to deposit all payments on Accounts, whether by cash, check or other manner, into the Blocked Account, and unless (c) give the Notice of Full Dominion under the Blocked Account Agreement. The Borrower and until each Domestic Subsidiary hereby agree that all payments made to the Blocked Account or other funds received and collected by the Administrative Agent, whether on the Accounts or as proceeds of other collateral or otherwise, shall be the property of the Administrative Agent for the pro rata benefit of the Lenders. Neither the Borrower nor any Domestic Subsidiary shall be entitled to make withdrawals from the Blocked Account except in accordance with the terms of the Blocked Account Agreement. (b) Such payments or other funds received pursuant to Section 5.12(a) hereof will be applied (conditional upon final collection) in the manner specified in the Blocked Account Agreement. (c) In the event that subsection (a) is applicable, the Borrower and all of its Affiliates, Subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent for the pro rata benefit of the Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same is cured (if Borrower has to be deposited in the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityBlocked Account, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; ’s own funds. (d) If there has occurred a Full Dominion Effective Date as defined in and provided for in the Blocked Account Agreement due to notify a violation of Section 6.3 hereof, the Post Office authorities Administrative Agent’s control over the Blocked Account will remain in effect until such time as the Borrower has maintained Minimum Excess Availability, as defined in Section 6.3 hereof, for a consecutive two (2) month period as reflected in the Borrowing Base Certificates delivered pursuant to change the address for delivery of mail addressed to the Borrower; Section 5.1 (f12) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreementhereof. All acts Upon satisfaction of such attorney or designee are hereby ratified condition the Administrative Agent shall give the Notice of Termination of Exclusive Control under the Control Agreement and approved, and such attorney or designee shall not be liable for any acts give the Notice of omission or commission other than acts Termination of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this AgreementFull Dominion under the Blocked Account Agreement .” 7. The power of attorney Credit Agreement is hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice amended by adding a new Section 5.13 to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.read as follows:

Collection of Accounts. The LenderDebtor shall, at any time or from time to time following when requested by Secured Party ---------------------- and after the occurrence happening of an Event of Default which is a continuing Event of Default: (a) Assign or endorse the Accounts to Secured Party, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect notify account debtors that the Accounts and-may exercise any or have been assigned and should be paid directly to Secured Party; (b) Turn over to Secured Party all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned Inventory returned in connection with any of the Accounts; (c) Xxxx or stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to PEOPLE'S BANK" and stamp or otherwise xxxx and keep its books, records, documents and thereafter instruments relating to the Lender Accounts in such manner as Secured party may require; and (d) Xxxx or stamp all invoices with a legend satisfactory to Secured Party so as to indicate that the same should be paid directly to Secured Party. Notwithstanding the foregoing, Secured Party shall have the sole right right, at any time, whether before or after the happening of an Event of Default, to collect the Receivables and take possession itself so notify such account debtors to make such payments of the Accounts directly to Secured Party and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender Secured Party shall have the further right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office post office authorities to change the address for delivery of mail of Debtor to an address designated by Secured Party and to receive, open and dispose of all mail addressed to Debtor. For the Borrower; (f) purposes of this Xxxxxxxxx 00, Xxxxxx hereby irrevocably constitutes Secured Party as Debtor's attorney-in-fact to do all other acts issue in the name and things necessaryexecute or endorse on behalf of Debtor each and every notice, proper, or convenient instrument and document necessary to carry out the terms and conditions and purposes and intent of the provisions of this Agreement. All acts Paragraph 11 and to take such action in connection with the collection of such attorney the Accounts, including, but not limited to, suing thereon, compromising or designee are hereby ratified and approvedadjusting the same, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoingas Secured Party, nor for any error of judgment or mistake of fact of law in accordance with this Agreementits sole discretion, deems necessary. The power of attorney granted hereby grantedshall be self-executing, being coupled with an interestbut Debtor shall promptly execute and deliver to Secured Party, is irrevocable while any upon written request of the Obligations remain unpaid. The Lender maySecured Party such additional separate powers of attorney, without notice as Secured Party may from time to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofreasonably request.

Collection of Accounts. The LenderLender may, at any time or and from time to time following after the occurrence and during the continuance of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any whether before or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest after notification to any Account Debtor and all customers whether before or any third party holding or otherwise concerned with after the maturity of any of the AccountsObligations, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the enforce collection of any of any Borrower's name upon any note, acceptances, checks, drafts, money orders ’s Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to any Borrower by suit or otherwise; (b) exercise all of Borrowers’ rights and remedies with respect to sign the Borrower's name on proceedings brought to collect any invoice relating Accounts or other amounts owed to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to CustomersBorrower; (c) to send verifications surrender, release or exchange all or any part of any Accounts or other amounts owed to any customerBorrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (d) sell or assign any Account of any Borrower or other amount owed to notify the Post Office authorities any Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (e) prepare, file and sign any Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to change the address for delivery of mail addressed to the such Borrower; and (f) to do all other acts and things which are necessary, properin Lender’s sole discretion, to fulfill Borrowers’ obligations under the Loan Documents and to allow Lender to collect the Accounts or convenient other amounts owed to carry out any Borrower. In addition to any other provision hereof, Lender may at any time, after the terms occurrence and conditions and purposes and intent during the continuance of this Agreement. All acts an Event of such attorney or designee are hereby ratified and approvedDefault, and such attorney or designee shall not be liable for at Borrowers’ expense, notify any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, parties obligated on any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The to make payment directly to Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofamounts due or to become due thereunder.

Collection of Accounts. The LenderIn addition to its other rights and remedies in this Agreement, at the Banks shall have the rights and remedies set forth in this Section 4.5, all of which may be exercised by the Banks, or any time or from time to time following of them, upon the occurrence of an Event of Default which is a continuing Default, or the occurrence of an event which, upon the giving of any required notice or the lapse of any required period of time, would be an Event of Default. (a) After the occurrence of an Event of Default, but subject to the terms of the Intercreditor Agreement, or the occurrence of an event or condition which, after the giving of any required notice and unless and until the same is cured (if Borrower has the right to cure such lapse of any required period of time, would be an Event of Default hereunderDefault, each Bank is authorized and empowered at any time in its sole discretion (i) may terminate to demand, collect, settle, compromise for, recover payment of, to hold as additional security for the Borrower's authority Obligations and to collect apply against the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to Obligations any and all customers or any third party holding or otherwise concerned with sums which are now owing and which may hereafter arise and become due and owing upon any of said Accounts and upon any other obligation to Borrower (to include making, settling, adjusting, collecting and recovering payment of all claims under and decisions with respect to Borrower’s policies of insurance); (ii) to enforce payment of any Account and any other obligation of any person to Borrower either in its own name or in the Accounts, name of Borrower; (iii) to endorse in the name of Borrower and thereafter the Lender shall have the sole right to collect the Receivables and take possession any instrument or other medium of payment, whether tangible or electronic, tendered or received in payment of the Accounts that constitute Collateral and Records relating thereto. All of the Lender's collection expenses shall be charged any other obligation to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (biv) to sign the Borrower's ’s name on any invoice relating or bill of ladinx xxlating to any of the AccountsAccount, drafts against customersaccount debtors, schedules and assignments and of Accounts, verifications of Accounts and notices to Customersaccount debtors; and (cv) dispose of any Collateral constituting Accounts and to send verifications convert any Collateral constituting Accounts into other forms of Accounts Collateral. But, under no circumstances shall any Bank be under any duty to act in regard to any customer; (d) of the foregoing matters. Without limiting the provisions of Section 4.3 hereof, but in addition thereto, Borrower hereby appoints each Bank and any employee or representative of each Bank as such Bank may from time to notify time designate, as attorneys-in-fact for Borrower, to sign and endorse in the Post Office authorities name of Borrower, to change give notices in the address for delivery name of mail addressed Borrower and to the Borrower; (f) to do perform all other acts actions necessary or desirable in the reasonable discretion of such Bank to effect these provisions and things necessary, proper, or convenient to carry out the terms intent hereof. Borrower hereby ratifies and conditions and purposes and intent of this Agreement. All approves all lawful acts of such attorney or designee are hereby ratified attorneys-in-fact and approvedexcept as otherwise provided for herein, and neither any Bank nor any other such attorney or designee shall not attorneys-in-fact will be liable for any lawful acts of commission or omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreementor law. The power of attorney hereby grantedforegoing power, being coupled with an interest, is irrevocable while so long as any Account pledged and assigned to such Bank remains unpaid and this Agreement or any other Loan Document is in force. The costs and expenses of such collection and enforcement shall be borne solely by Borrower whether the same are incurred by a Bank or on behalf of a Bank or Borrower and, if paid or incurred by a Bank, the same shall be an Obligation owing by Borrower to such Bank, payable on demand with interest at the Default Rate, and secured by this Agreement and the other Loan Documents. Borrower hereby irrevocably authorizes and consents to all account debtors and other persons communicating after an Event of Default with any Bank, or its agent, with respect to Borrower’s property, business and affairs and to all of the foregoing persons acting after an Event of Default upon and in accordance with a Bank’s, or its representative’s, instructions, directions and demands, including, without limitation, such Bank’s request and demand to pay money and deliver other property to such Bank or Bank’s representatives, all without liability to Borrower for so doing, except as otherwise provided herein. (b) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, at any Bank’s request, Borrower will forthwith upon receipt of all checks, drafts, cash and other tangible and electronic remittances in payment or on account of Borrower’s Accounts, deposit the same in a special bank account maintained with such Bank or its representative, over which such Bank and its representative (as applicable) have the sole power of withdrawal and will designate with each such deposit the particular Account upon which the remittance was made. The funds in said account shall be held by such Bank as security for the Obligations (and shall be subject to the terms of the Intercreditor Agreement). Said proceeds shall be deposited in precisely the form received except for the endorsement of Borrower where necessary to permit collection of items, which endorsement Borrower agrees to make, and which endorsement the Bank and its representative (as applicable) are also hereby authorized to make on Borrower’s behalf. Pending such deposit, Borrower agrees that it will not commingle any such checks, drafts, cash and other remittances with any of Borrower’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in the special account. After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, the Bank maintaining such account may at anytime and from time to time, in its sole discretion but subject to the terms of the Intercreditor Agreement, apply any part of the credit balance in the special account to the payment of all or any of the Obligations remain unpaid. The Lender mayObligations, without notice and to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of any other obligations owing to the Banks under or compromise on account of this Agreement or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release other Loan Documents. On the obligor thereon. The Lender is authorized Maturity Date and empowered to accept upon the return full and final payment of all of the goods represented Obligations and the other obligations as aforesaid, together with a termination of all Bank’s obligation to make additional Advances, each Bank will pay over to the Borrower any excess good and collected funds received by such Bank from Borrower, whether received as a deposit in the special account or received as a direct payment on any of the Obligations. (c) After the occurrence of an Event of Default, or the occurrence of an event or condition which after the giving of any required notice or the lapse of any required period of time, would be an Event of Default, each Bank shall have the absolute and unconditional right to apply for and to obtain the appointment of a receiver, custodian or similar official for all or a portion of the Collateral, including, without limitation, the Accounts, to, among other things, manage and sell the same, or any part thereof, and to collect and apply the proceeds therefrom to payment of the Obligations as provided in this Agreement and the other Loan Documents. Any such receiver, custodian or similar official, if required, shall be qualified and licensed as a collection agency in each state or territory in which any customer Accounts may be so collected or managed. In the event of such application, Borrower consents to the appointment of such qualified and licensed receiver, custodian or similar official and agrees that such receiver, custodian or similar official may be appointed without further notice to Borrower beyond any notice required to be given to Borrower prior to the occurrence of an Event of Default, if any, without regard to the adequacy of any security for the Obligations secured hereby and without regard to the solvency of Borrower or consent by any other person who or which may be liable for the payment of the Obligations or any other obligations of Borrower hereunder. All costs and expenses related to the appointment of a receiver, custodian or other similar official hereunder shall be the responsibility of Borrower, but if paid by any Bank, Borrower hereby agrees to pay to such Bank, on demand, all without discharging or in any way affecting such costs and expenses, together with interest thereon from the Borrower's liability hereunderdate of payment at the Default Rate. The Lender does not, All sums so paid by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lendera Bank, and the Lender interest thereon, shall not be responsible in any way for an Obligation owing by Borrower to such Bank, and secured by this Agreement and the performance by other Loan Documents. Notwithstanding the Borrower appointment of any receiver, custodian or other similar official, each Bank shall be entitled as pledgee to the possession and control of any cash, deposits, accounts, account receivables, documents, chattel paper, documents of title or instruments at the present or any future time held by, or payable or deliverable under the terms of the terms Loan Documents to such Bank. If the balance of the Obligation outstanding is ZERO at any time prior to the Maturity Date, and conditions thereofno Event of Default has occurred or is continuing and the Banks have no further obligation to make Advances, the Bank or Banks, as applicable shall terminate the appointment of any such receiver custodian or similar official.

Collection of Accounts. The Lender, at any time or from time to time following So long as the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein to directly collect all Accounts. Upon such a termination of the Borrower's authorityprocedures set forth in this Article remain in effect, the Lender shall have arrangements between the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, Agent and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power Lenders with respect to making of Revolving Credit Loans shall be handled in the manner set out herein. A. The Borrowers will, at Borrowers' cost and expense, (i) arrange for remittances on Ac- counts to be made directly to the Cash Collateral Account or in such other manner as the Agent may direct, (ii) except for disputed items, promptly deposit all payments received by the Borrowers on account of Accounts: (a) to indorse , whether in the Borrower's name upon any note, acceptancesform of cash, checks, notes, drafts, bills of exchange, money orders or other evidences of payment that may come otherwise, into the Lender's possession; Cash Collateral Account in original form received (b) to sign the Borrower's name on but with any invoice relating to any endorsements of the AccountsBorrowers necessary for deposit or collec- tion), drafts against customersand on the date of receipt thereof, assignments and verifications of Accounts and notices (iii) deposit or cause to Customers; (c) to send verifications of Accounts to any customer; (d) to notify be deposited into the Post Office authorities to change the address for delivery of mail addressed Cash Collateral Account all other sums paid or payable to the Borrower; (f) Borrowers from any source, including, but not limited to, insurance proceeds and condemnation awards. The deposits into the Cash Collateral Account will be subject to do all other acts withdrawal only by the Agent as herein- after provided. Until such payments are deposited, such payments shall be deemed to be held in trust by the Borrowers for and things necessary, proper, or convenient to carry out as the terms Lenders' property and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts commingled with the Borrowers' other accounts, all of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law which will be maintained in accordance with this Agreement. The power of attorney hereby granted, being coupled Section 9.1.O. B. All remittances and payments that are deposited in accordance with an interest, is irrevocable while any the foregoing will be immediately applied by the Agent to reduce the outstanding balance of the Obligations remain Revolving Credit Loans, subject to the continued accrual of interest on such remittances and payments for two (2) Business Days (or three {3} Business Days in the case of remittances and payments received after 12:00 noon, New York, New York time) and in any event subject to final collection in cash of the item deposited. C. The Agent shall not, however, be required to credit Borrowers' account for the amount of any instrument which is unsatisfactory to the Agent and the Agent may charge the Borrowers' account for the amount of any instrument which is returned to the Agent unpaid. D. On each Wednesday that is a Business Day (or on the next Business Day if a Wednesday is not a Business Day) during the term of this Second Restated Agreement, the Agent will provide each Lender with a weekly statement setting out, for the period since the last statement, the aggregate principal amount of new Revolving Credit Loans made to the Borrowers, the amount of remittances and payments actually collected and applied by the Agent to reduce the outstanding principal balance of the Revolving Credit Loans during such period and the outstanding principal balance of the Revolving Credit Loans at the end of such period. If a Lender's pro rata share (based on such Lender's Revolving Credit Commitment) of Revolving Credit Loans made during such weekly period exceeds such Lender's pro rata share of remittances and payments applied to reduce the Revolving Credit Loans during such weekly period, the difference will be paid in same day funds by such Lender to the Agent, and if such Lender's pro rata share of remittances and payments applied to reduce the Revolving Credit Loans during such weekly period exceeds such Lender's pro rata share of Revolving Credit Loans made during such period, the difference will be paid in same day funds by the Agent to such Lender. Payments required hereunder will be due and payable on the same Business Day. E. Each month the Agent shall render to the Borrowers a statement of the Borrowers' account, which shall constitute an account stated and shall be deemed to be correct and accepted by and be binding upon the Borrowers unless the Agent receives a written statement of the Borrowers' exceptions within thirty (30) days after such statement was rendered to the Borrowers. F. The Lender mayBorrowers shall not, without notice the Agent's prior written consent, which the Agent may withhold in the Agent's business judgment, with respect to any single Account in excess of $2,500.00 or consent from the Borrowerany combination of Accounts in excess of $50,000.00 in any Fiscal Year, xxx upon or otherwise collect, extend grant any extension of the time of payment of or compromise any Accounts, compromise, adjust or settle any Accounts for cashless than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, extend the time for payment thereof, or allow any credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations discount whatsoever thereon except as permitted under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofSection 9.3.

Collection of Accounts. The Lender, at any time or from time to time following (a) Upon the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has Bank shall have the right to cure such Event at any time, acting if it so chooses in the name of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein Grantors, to directly collect all Accounts. Upon such a termination of the Borrower's authority, the Lender shall have the right to send notice of assignment or notice of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accounts, and thereafter to sell, assign, compromise, discharge or extend the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments time for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument Account, to institute legal action for the collection of any Account, to apply all amounts in the any Deposit Account to payment of the Obligations, and to do all acts and things necessary or incidental thereto and the Grantors hereby ratify all such acts. The Bank may at any time after the occurrence of such Event of Default and without notice to any Grantor, notify any Account Debtor or guarantor thereof that the Account owed by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank’s request the Grantors will so endorsednotify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Bank. If In the Lender is collecting event Account Debtors are so notified, no Grantor shall compromise, discharge, extend the Accounts, directly as above provided, the Borrower hereby constitutes the Lender time for payment or the Lender's designee as the Borrower's attorney-in-fact with power otherwise grant any indulgence or allowance with respect to any Account without the Accounts: (a) to indorse prior written consent of the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; Bank. (b) to sign Each Grantor irrevocably designates and appoints the Borrower's name on any invoice relating to any Bank, effective upon the occurrence of the Accountsan Event of Default, drafts against customers, assignments its true and verifications of Accounts and notices to Customers; lawful attorney (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The which appointment constitutes a power of attorney hereby granted, being coupled with an interest, interest and is irrevocable while as long as any of the Obligations remain unpaid. The Lender mayoutstanding) either in the name of the Bank or in the name of such Grantor to ask for, demand, xxx for, collect, compromise, compound, receive, receipt for and give acquittances for any and all sums owing or which may become due upon any items of the Inventory or the Accounts and, in connection therewith, to take any and all actions as the Bank may deem necessary or desirable in order to realize upon the Inventory and the Accounts, including, without notice limitation, power to endorse in the name of such Grantor, any checks, drafts, notes or consent from the Borrower, xxx upon or otherwise collect, extend the time of other instruments received in payment of or compromise or settle for cash, credit or otherwise upon any terms, any on account of the Accounts Inventory or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice but the Bank shall not be under any duty to exercise any such authority or consent by the Borrower, all without discharging power or in any way affecting be responsible for the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any collection of the Borrower's obligations under any contract Inventory or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofAccounts.

Collection of Accounts. The Lender, at any time or from time to time following (a) Upon the occurrence of an Event of Default which is a continuing Event of Default, and unless and until the same is cured (if Borrower has Bank shall have the right to cure such Event at any time, acting if it so chooses in the name of Default hereunder) may terminate the Borrower's authority to collect the Accounts and-may exercise any or all of the rights contained herein Grantors, to directly collect the Accounts, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the collection of any Account, to apply all Accounts. Upon such a termination amounts in the any Deposit Account to payment of the Borrower's authoritySecured Obligations, and to do all acts and things necessary or incidental thereto and the Lender Grantors hereby ratify all such acts. The Bank may at any time after the occurrence of such Event of Default and without notice to any Grantor, notify any Account Debtor or guarantor thereof that the Account owed by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank’s request the Grantors will so notify Account Debtors and shall have indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the right Bank. In the event Account Debtors are so notified, no Grantor shall compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance with respect to send notice of assignment or notice any Account without the prior written consent of the Lender's security Bank. (b) Each Grantor irrevocably designates and appoints the Bank, effective upon the occurrence of an Event of Default, its true and lawful attorney (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Secured Obligations remain outstanding) either in the name of the Bank or in the name of such Grantor to ask for, demand, sue for, collect, compromise, compound, receive, receipt for and give acquittances for any and all customers sums owing or which may become due upon any third party holding items of the Inventory or otherwise concerned with the Accounts and, in connection therewith, to take any of and all actions as the Bank may deem necessary or desirable in order to realize upon the Inventory and the Accounts, and thereafter the Lender shall have the sole right including, without limitation, power to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver endorse in the Lender's name or the Borrower's name of such Grantor, any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders notes or other evidences instruments received in payment of payment that may come into or on account of the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of Inventory or the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify but the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee Bank shall not be liable for under any acts of omission duty to exercise any such authority or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting be responsible for the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any collection of the Borrower's obligations under any contract Inventory or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofAccounts.

Collection of Accounts. (1) The Grantor will (i) cause each bank or other financial institution in which it maintains (a) a Deposit Account, including each Deposit Account maintained by the Grantor into which all cash, checks, or other similar payments relating to or constituting payments made in respect of Accounts will be deposited (a "Collateral Deposit Account"), to enter into a control agreement with the Lender, at any in form and substance satisfactory to the Lender in order to give the Lender control of the Deposit Account or (b) other deposits (general or special, time or from demand, provisional or final) to be notified of the security interest granted to the Lender hereunder and cause each such bank or other financial institution to acknowledge such notification in writing, and (ii) upon the Lender's request after the occurrence and during the continuance of a Default, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Lender, transferring ownership of the Deposit Account to the Lender or transferring dominion and control over each such other deposit to the Lender until such time to time following as no Default exists. (2) Upon the occurrence of an Event of a Default which is a continuing Event of or Unmatured Default, establish lock box service (the "Lock Boxes") with the bank(s) set forth in Appendix I hereto, which Lock Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Lender and unless shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Lender granted hereunder and until of irrevocable instructions to wire all amounts collected therein to the same is cured Collection Account (if Borrower has as hereinafter defined) (a "Lock Box Agreement"). Upon the right to cure such Event occurrence of a Default hereunderor Unmatured Default, (a) may terminate the Borrower's authority to collect the Accounts and-may exercise any or Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes subject to Lock Box Agreements, (b) the rights contained herein Lender shall have sole access to the Lock Boxes at all times and the Grantor shall take all actions necessary to grant the Lender such sole access, (c) at no time shall the Grantor remove any item from the Lock Box or from a Collateral Deposit Account without the Lender's prior written consent, (d) if the Grantor should refuse or neglect to notify any Account Debtor to forward payments directly collect all Accounts. Upon such to a termination of Lock Box subject to a Lock Box Agreement after notice from the Borrower's authorityLender, the Lender shall have be entitled to make such notification directly to Account Debtor, (e) if notwithstanding the right to send notice foregoing instructions, the Grantor receives any proceeds of assignment or notice of any Accounts, the Grantor shall receive such payments as the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any of the Accountstrustee, and thereafter shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Accounts received by it to a Collateral Deposit Account, (f) all funds deposited into any Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by the Grantor with Bank One, N.A., or its successors, (the "Collection Account"), and (g) the Lender shall have the sole right to collect the Receivables hold and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come apply funds received into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out Collection Account as provided by the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereofSection 4.2(c).

Collection of Accounts. The Lender or Lender, 's designee may at any time or from time to time following during the occurrence continuance of an Event of Default which is a continuing Event of Default, with or without notice to any Borrower, (a) notify customers, Account debtors or other obligors of Borrowers that the Accounts and other Collateral have been assigned to Lender and that Lender has a security interest therein and (b) collect the Accounts and other Collateral directly and add the collection costs and expenses thereof to the Obligations; provided, however, unless and until the same is cured (if Lender takes such action or gives a Borrower has the right other written instructions, each Borrower shall notify all Account debtors and other obligors of such Borrower to cure such Event of Default hereunder) may terminate the Borrower's authority to collect remit payments on the Accounts and-may exercise any and other Collateral to a lockbox to be designated by Lender, or all in the case of the rights contained herein payments to directly collect all Accounts. Upon such a termination of the Borrower's authoritybe made by wire transfer, the ACH or other electronic means, to an account designated by Lender over which Lender shall have control. Notwithstanding the right foregoing as to send notice any Account debtor (other than The Clorox Company) that has a Concentration Percentage of assignment or notice more than twenty percent (20%) as contemplated by the definition of Eligible Accounts, and if the Concentration Percentage of the Account debtor The Clorox Company, exceeds thirty percent (30%), said Account debtors may be notified of Lender's security interest in Accounts prior to the existence of an Event of Default. All such payments remitted to the lockbox or made by wire transfer, ACH or other electronic means to the account designated by Lender shall then be credited to a deposit account of Lender into which remittances from Account debtors and other obligors of each Borrower and obligors of other customers of Lender may be credited. If, notwithstanding any notices that may be sent to Account debtors or other obligors of a Borrower, any Borrower obtains payment on any Account or other Collateral, including, without limitation, collections under credit card sales, such Borrower shall receive any and all customers or any third party holding or otherwise concerned such payments on Accounts and other Collateral and other proceeds (including cash) in trust for Lender and shall promptly deliver said payments to Lender in the original form as received, together with any necessary endorsements thereof, and/or at the discretion of the AccountsLender, shall deposit said payments into a deposit account designated by, and thereafter the Lender shall have the sole right to collect the Receivables and take possession of the Accounts and Records relating thereto. All of the Lender's collection expenses shall be charged to the Borrower's account and added to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right to receive, indorse, assign and deliver in the name of and under the exclusive control of, Lender's name or the Borrower's name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the Lender is collecting the Accounts, directly as above provided, the Borrower hereby constitutes the Lender or the Lender's designee as the Borrower's attorney-in-fact with power with respect to the Accounts: (a) to indorse the Borrower's name upon any note, acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign the Borrower's name on any invoice relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customers; (c) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower; (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this Agreement. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission other than acts of intentional wrongdoing, nor for any error of judgment or mistake of fact of law in accordance with this Agreement. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the Obligations remain unpaid. The Lender may, without notice to or consent from the Borrower, xxx upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the Borrower, all without discharging or in any way affecting the Borrower's liability hereunder. The Lender does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to the Lender, and the Lender shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof.