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 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 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 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) 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 (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Receivables that constitute Collateral 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. At Lender’s option, Borrower shall deliver, or cause to be delivered to Lender, a Depository 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 Default, and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) Lender 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 become bank’s customer with respect to the Accounts: (a) Blocked Accounts and promptly upon Lender’s request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrower shall cause all funds received or deposited into the Blocked Accounts to indorse be transferred each Business Day to the Borrower's name upon any note, acceptances, checks, drafts, money orders Lender Payment Account. Borrower agrees that all payments made to such Blocked Accounts or other evidences of payment that may come into the funds received and collected by Lender's possession; (b) to sign the Borrower's name on any invoice relating to any , whether in respect of the AccountsReceivables that constitute Collateral, drafts against customers, assignments as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and verifications therefore shall constitute the property 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 Lender to the Borrower; extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained in this Section 6.3(a), Lender agrees that, in the event Lender and Borrower are unable to agree with Reference Bank, within thirty (f30) days subsequent to do all other acts and things necessarythe date hereof, proper, or convenient to carry out regarding the terms and conditions of a new Depository Account Control Agreement with respect to Borrower’s Blocked Accounts located at Reference Bank, to replace the existing blocked account agreement previously executed with respect to such Blocked Accounts among Reference Bank , Lender and Borrower, then Lender shall accept such existing blocked account agreement for purposes of this Section 6.3(a) with respect to Borrower’s Blocked Accounts at Reference Bank. (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 on the Business Day of receipt of immediately available funds by Lender in the Lender Payment Account. For purposes of calculating the amount of the Loans available to Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Lender Payment Account. if such payments are received within sufficient time (in accordance with Lender’s usual and intent customary practices as in effect from time to time) to credit Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, members, managers, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, 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 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 the same be commingled with Borrower’s own funds. 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 payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or 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. (a) The Borrowers shall promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) 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, into one or more deposit accounts of the Borrowers subject to a Deposit Account Control Agreement (the “Blocked Accounts”). Each Deposit Account Control Agreement entered into with respect to a Blocked Account shall provide that all payments to the Blocked Accounts shall be swept daily to the Administrative Agent Payment Account. Each Loan Party agrees that all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, at any time whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Administrative Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent and the Lenders to the extent of then outstanding Obligations. All payments to the Blocked Accounts shall be swept daily to the Administrative Agent Payment Account and applied to repay the Obligations in the manner set forth in Section 3.5. Notwithstanding the foregoing, amounts on deposit in the Mar-Vel Bank Account shall not be required to be swept to the Administrative Agent Payment Account until an Event of Default shall have occurred and be continuing. (b) For purposes of calculating (i) the amount of the Loans available to each Borrower and (ii) interest on the Obligations, 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 Payment 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 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. (c) The Borrowers, promptly (and until in any event within two (2) Business Days or such longer period as the same is cured (if Borrower has Administrative Agent may agree) upon 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 Administrative Agent, shall deliver to directly collect the Administrative Agent a schedule of all Accounts. Upon such a termination deposit accounts (other than deposit accounts described in clause (a) of the Borrower's authoritydefinition of Excluded Bank Account), that are maintained by the Lender Loan Parties, which schedule 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 Accountsinclude, 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 each depository (i) the Accounts: name and address of such depository, (aii) to indorse the Borrower's account name upon and number(s) maintained with such depository and (iii) a contact person at such depository. (d) Each Loan Party and their respective employees, agents and Subsidiaries shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Collateral (other than Senior Notes Priority 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 a Blocked Account, 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 other 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 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 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 Blocked 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; (creimburse the Administrative Agent for such amounts pursuant to this Section 6.3(d) to send verifications of Accounts to any customer; (d) to notify 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 LenderBorrower shall use its best ---------------------- efforts to cause to be collected from each Account Debtor, at as and when due, any time and all amounts owing under or from time on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to time following be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the occurrence outstanding balance of such Account. The Borrower may rescind or cancel any indebtedness or obligation evidenced by any Account, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to or sell or assign any Account, or interest therein, provided that -------- the Borrower obtains the written consent of the Bank prior to doing any of the foregoing (which consent shall not be unreasonably or untimely withheld or delayed) Notwithstanding the foregoing, subject to the rights of the Bank under the Loan Documents, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which is the Borrower finds appropriate in accordance with sound business judgment and (ii) a continuing Event refund or credit due as a result of Defaultdiscounts, over-xxxxxxxx and unless and until the same is cured (if Borrower has the right to cure such Event of Default hereunder) may terminate miscellaneous credits, all in accordance with the Borrower's authority to collect ordinary course of business consistent with its historical collection practices. The reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) of collection, whether incurred by the Accounts and-may exercise any Borrower or all of the rights contained herein to directly collect all AccountsBank, shall be borne by the Borrower. Upon such a termination the sale or assignment of any Account as allowed by this Section 5.07, the Bank will (as soon as reasonably practicable after receipt of notice from the Borrower requesting the same but at the expense 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 for each jurisdiction in which a UCC financing statement is on file to perfect 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 security interests granted to the LenderBank hereunder, and a termination statement to the Lender shall not be responsible in any way for effect that the performance by the Borrower of any of the terms and conditions thereofBank no longer claims a security interest under such financing statement.

Collection of Accounts. (a) The Borrowers shall promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) 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, into one or more deposit accounts of the Borrowers subject to a Deposit Account Control Agreement (the “Blocked Accounts”). Each Deposit Account Control Agreement entered into with respect to a Blocked Account shall provide that all payments to the Blocked Accounts shall be swept daily to the Administrative Agent Payment Account. Each Loan Party agrees that all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, at any time whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Administrative Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent and the Lenders to the extent of then outstanding Obligations. All payments to the Blocked Accounts shall be swept daily to the Administrative Agent Payment Account and applied to repay the Obligations in the manner set forth in Section 3.5. Notwithstanding the foregoing, amounts on deposit in the MAR-VEL Bank Account shall not be required to be swept to the Administrative Agent Payment Account until an Event of Default shall have occurred and be continuing. (b) For purposes of calculating (i) the amount of the Loans available to each Borrower and (ii) interest on the Obligations, 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 Payment 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 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. (c) The Borrowers, promptly (and until in any event within two (2) Business Days or such longer period as the same is cured (if Borrower has Administrative Agent may agree) upon 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 Administrative Agent, shall deliver to directly collect the Administrative Agent a schedule of all Accounts. Upon such a termination deposit accounts (other than deposit accounts described in clause (A) of the Borrower's authoritydefinition of Excluded Bank Account), that are maintained by the Lender Loan Parties, which schedule 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 Accountsinclude, 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 each depository (i) the Accounts: name and address of such depository, (aii) to indorse the Borrower's account name upon and number(s) maintained with such depository and (iii) a contact person at such depository. (d) Each Loan Party and their respective employees, agents and Subsidiaries shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of 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 a Blocked Account, 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 other 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 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 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 Blocked 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 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 Lender(a) Borrowers and Guarantors 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 reasonably acceptable to Agent. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments and proceeds of Collateral, so long as an Availability Compliance Period does not exist; provided, that, during an Availability Compliance Period, and upon Agent’s request, each Borrower and Guarantor shall promptly deposit into one or more Blocked Accounts, and direct its account debtors to directly remit into such Blocked Accounts all payments on Receivables, other than the Non-Borrower 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. Concurrently with this Agreement, each Borrower and Guarantor 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 which agreement shall provide that upon notice from Agent (which shall be given upon an Availability Compliance Triggering Event and shall be revoked promptly after the expiration of the Availability Compliance Period that was initiated upon such Availability Compliance Triggering Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s request, each Borrower and Guarantor shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that after notice by Agent to the bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations; provided, however, that in the event any time Non-Borrower Receivable is deposited into the Blocked Accounts, in error or otherwise, such deposit shall be treated as a non-refundable payment to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowers, 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 prior to 12:00 p.m. New York time, and unless if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, for the sole and until equal benefit of Wachovia and Documentation Agent, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on 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 day of the rights contained herein receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are prior 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 Accounts12:00 p.m. New York time, and thereafter if not, then on the Lender shall have the sole right to collect the Receivables next Business Day. (c) During any Availability Compliance Period, each Borrower and take possession of the Accounts Obligor 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 its 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 promptly, 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 Obligor’s funds. Borrowers and Guarantors agree to reimburse Agent on demand for any invoice relating amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or Person involved in the transfer of funds to or from the Accounts, drafts against customers, assignments Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or Person. The obligation of Borrowers and verifications of Accounts and notices Guarantors to Customers; (creimburse Agent for such amounts pursuant to this Section 6.3(c) to send verifications of Accounts to any customer; (d) to notify 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, 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, 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. 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. 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 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.

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 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 authorityExcept as otherwise provided in this ---------------------- Section, the Lender Debtor shall have the right to send notice of assignment collect and receive payments on the Accounts. In connection with such collections, the Debtor may take (and, at the Agent's direction, shall take) such actions as the Debtor or notice of the Lender's security interest Agent may deem necessary or advisable to any and all customers or any third party holding or otherwise concerned with any enforce collection of the Accounts. At any time, and thereafter the Lender if an Event of Default shall have the sole right to collect the Receivables occurred 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 providedcontinuing, the Lender Agent shall have the right to receiveto, indorseor upon the request of the Agent the Debtor shall, assign and deliver in the Lender's name or the Borrower's name any and instruct all checks, drafts account debtors and other instruments for Persons obligated in respect of the payment of money relating Accounts to make all payments on 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: Accounts either (a) directly to indorse the Borrower's Agent, for the pro rata benefit of the Banks (by instructing that such payments be remitted to a post office box which shall be in the name upon any noteand under the control of the Agent), acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign one or more other banks in the Borrower's United States of America (by instructing that such payments be remitted to a post office box which shall be in the name on any invoice relating to any or under the control of the Accounts, drafts against customers, assignments Agent) under arrangements in form and verifications of Accounts substance satisfactory to the Agent pursuant to which the Debtor shall have irrevocably instructed such other bank (and notices to Customers; (csuch other bank shall have agreed) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed remit all such payments directly to the Borrower; Agent. In addition to the foregoing, the Debtor agrees that if any Proceeds of any Collateral (fincluding payments made in respect of Accounts) shall be received by the Debtor while an Event of Default exists, the Debtor shall promptly deliver such Proceeds to do all other acts the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by the Debtor for the benefit of the Agent 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 commingled with any acts of omission other funds 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 property of the Obligations remain unpaidDebtor. The Lender may, without notice All Proceeds of Collateral received by the Agent pursuant to or consent from this Section may at 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 option of the Accounts or any securitiesRequired Banks in the exercise of their absolute discretion, 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 (i) be applied by the BorrowerAgent, all without discharging the Co- Agents and the Banks to their respective Obligations in such order and manner as they may each elect in their absolute discretion, 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 (ii) be deposited to the Lender, credit of Debtor and the Lender shall not be responsible in any way held as collateral for the performance Obligations or permitted to be used by Debtor in the Borrower ordinary course of any of the terms and conditions thereofits business.

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 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. 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(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 Event of Default, and unless and until Secured Party (to the same is cured (if Borrower has the right to cure such Event of Default hereunderextent permitted under applicable law) may terminate the Borrower's authority to collect the Accounts and-may exercise notify any or all account debtor(s) 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 LenderSecured 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 customers times keep all such remittances separate and apart from Debtor's own funds, capable of identification as the Secured Party's property. Secured Party and its representatives are hereby authorized to endorse in Debtor's name, any item received by the Secured Party representing any payment on or any third party holding or otherwise concerned with proceeds of 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 and with respect to indorse the Borrowergeneral conduct and operation of Debtor's name upon any notebusiness, 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; 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 Loan Agreement; 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) The LenderRevolver Documents require that all payments on the Accounts be made to one or more Approved Lock Boxes. The funds collected in the Approved Lock Boxes are to be deposited in an Approved Lock Box Account. On a daily basis, at the collected funds in the Approved Lock Box Accounts are forwarded to the Revolver Agent and applied as a payment on the Tranche A Obligations. Revolver Agent shall not consent to any time amendment to any Agency Account Agreement or from time any other Revolver Document, or give any instruction or consent under any Agency Account Agreement or other Revolver Document, which would (1) permit items delivered in payment of Accounts to time following be sent anywhere except to the Approved Lock Box or permit collection on such items or any other payment on the Accounts to be deposited to any deposit account other than an Approved Lock Box Account, or (2) permit funds received in an Approved Lock Box Account to be transferred or withdrawn, except for: (A) direct applications thereof to the Tranche A Obligations; (B) transfers to a deposit account with Chase established for that purpose and subject to Section 2.13; and/or (C) transfers in accordance with Section 2.6(c). (b) In the event that Revolver Agent exercises its rights pursuant to the Revolver Documents to take any Realization Action, Revolver Agent hereby agrees with Term Loan Agent as follows: (i) that it will act on its own behalf as agent for the Revolver Lenders and on behalf of Term Loan Agent in connection with such Realization Action as agent for the Term Loan Agent under the terms hereof; and (ii) that it will provide to Term Loan Agent an account detail of the results of any such Realization Action. (c) Following the occurrence of an Event of Default which is a continuing Event of Defaultany Realization Action, 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 Proceeds of the rights contained herein to directly collect all Accounts. Upon such a termination Shared Collateral shall be disbursed and applied as follows: (i) first, as payment of the Borrowerunpaid costs and expenses (including attorney's authority, the Lender shall have the right to send notice of assignment or notice fees and expenses) of the Lender's security interest to any and all customers or any third party holding or otherwise concerned with any Revolver Agent incurred in obtaining the Proceeds of the AccountsShared Collateral until all such costs and expenses are paid in full; (ii) second, 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 providedRevolver 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 distributions with respect to the AccountsTranche A Obligations in accordance with the Revolver Agreement until the earlier of (1) the date the liquidated Tranche A Obligations have been satisfied in full and all contingent Reimbursement Obligations have been fully cash collateralized or (2) the date that Proceeds of Shared Collateral that have been dispersed after the date the Realization Action shall have occurred equal the Tranche A Limit, determined as of such date; (iii) third, to the Term Loan Agent for distribution to the Term Lenders in accordance with the Term Loan Agreement until all the obligations of the Debtors and each one of them under the Term Loan Documents shall have been paid and satisfied in full; (iv) fourth, if Tranche A Obligations remain outstanding after the applications described in clause (ii) above, to the Revolver Agent, for distribution with respect to the Tranche A Obligations in accordance with the Revolver Agreement until the Tranche A Obligations have been satisfied in full and all contingent Reimbursement Obligations have been fully cash collateralized; (v) fifth, to the Revolver Agent for distribution with respect to the Tranche B Obligations in accordance with the Revolver Agreement until all the Tranche B Obligations shall have been paid and satisfied in full; and (vi) sixth, to the Debtors, as a court of competent jurisdiction may direct or as otherwise required by law. (d) Prior to the occurrence of a Realization Action, proceeds of the Shared Collateral shall be applied to the Tranche A Obligations in accordance with the terms of the Revolver Agreement and Section 2.6(a), without regard to the Tranche A Limit. Whether before or after the occurrence of a Realization Action, no payment shall be made on account of the Tranche B Obligations prior to the indefeasible payment in full in cash of all of the Term Loan Obligations, without the prior written consent of the Term Loan Lenders. (e) Each Debtor hereby agrees that it will not deposit with, transfer to or otherwise put in the possession of the Revolver Agent, any of the Other Collateral or proceeds thereof, and will cause all funds, moneys or other property representing proceeds of Other Collateral to be paid or delivered directly to Term Loan Agent for application in accordance with the Term Loan Documents. In the event that the Revolver Agent receives any funds, moneys, items or other property that it knows are proceeds of Other Collateral in which Term Loan Agent has perfected a first priority security interest, it shall: (a) to indorse notify the Borrower's name upon any noteTerm Loan Agent in writing of the notice of such receipt, acceptances, checks, drafts, money orders or other evidences the date of payment that may come into such receipt and the Lender's possessionamount thereof; (b) to sign deduct from such property so received any reasonable costs or expenses (including reasonable attorney's fees and expenses) incurred in connection with the Borrower's name on any invoice relating to any acquisition of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customerssuch property; (c) hold the remaining amounts in trust for the Term Loan Agent until paid over to send verifications of Accounts to any customerthe Term Loan Agent; and (d) to notify the Post Office authorities to change the address for delivery of mail addressed forward such remaining amounts 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 Term Loan Agent promptly 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 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 (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 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. 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 authorityExcept as otherwise provided in ---------------------- this Section, the Lender Debtor shall have the right to send notice of assignment collect and receive payments on the Accounts. In connection with such collections, the Debtor may take (and, at the Agent's direction, shall take) such actions as the Debtor or notice of the Lender's security interest Agent may deem necessary or advisable to any and all customers or any third party holding or otherwise concerned with any enforce collection of the Accounts. At any time, and thereafter the Lender if an Event of Default shall have the sole right to collect the Receivables occurred 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 providedcontinuing, the Lender Agent shall have the right to receiveto, indorseor upon the request of the Agent the Debtor shall, assign and deliver in the Lender's name or the Borrower's name any and instruct all checks, drafts account debtors and other instruments for Persons obligated in respect of the payment of money relating Accounts to make all payments on 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: Accounts either (a) directly to indorse the Borrower's Agent, for the pro rata benefit of the Banks (by instructing that such payments be remitted to a post office box which shall be in the name upon any noteand under the control of the Agent), acceptances, checks, drafts, money orders or other evidences of payment that may come into the Lender's possession; (b) to sign one or more other banks in the Borrower's United States of America (by instructing that such payments be remitted to a post office box which shall be in the name on any invoice relating to any or under the control of the Accounts, drafts against customers, assignments Agent) under arrangements in form and verifications of Accounts substance satisfactory to the Agent pursuant to which the Debtor shall have irrevocably instructed such other bank (and notices to Customers; (csuch other bank shall have agreed) to send verifications of Accounts to any customer; (d) to notify the Post Office authorities to change the address for delivery of mail addressed remit all such payments directly to the Borrower; Agent. In addition to the foregoing, the Debtor agrees that if any Proceeds of any Collateral (fincluding payments made in respect of Accounts) shall be received by the Debtor while an Event of Default exists, the Debtor shall promptly deliver such Proceeds to do all other acts the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by the Debtor for the benefit of the Agent 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 commingled with any acts of omission other funds 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 property of the Obligations remain unpaidDebtor. The Lender may, without notice All Proceeds of Collateral received by the Agent pursuant to or consent from this Section may at 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 option of the Accounts or any securitiesRequired Banks in the exercise of their absolute discretion, 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 (i) be applied by the BorrowerAgent, all without discharging the Co-Agents and the Banks to their respective Obligations in such order and manner as they may each elect in their absolute discretion, 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 (ii) be deposited to the Lender, credit of Debtor and the Lender shall not be responsible in any way held as collateral for the performance Obligations or permitted to be used by Debtor in the Borrower ordinary course of any of the terms and conditions thereofits business.

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 Lender(a) Each Borrower shall establish and maintain, at any time its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 6.3 hereto and after prior written notice to Agent, subject to Section 8.10, such other banks as such Borrower may hereafter select as are acceptable to Agent. The banks set forth on Schedule 6.3 constitute all of the banks with whom Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to a Retail Store location of a Borrower or Retail Store Subsidiary or otherwise describes the nature of the use of such deposit account by such Borrower. (i) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations 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 a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time following on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any Borrower's consent and 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 such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. 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 Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 (together with any other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store receipts from any Retail Store, collectively, the "Store Bank Accounts" and each individually, a "Store Bank Account") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) for such Retail Store Subsidiary's operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $5,000 as to any individual Retail Store at any time to one of the Concentration Accounts and (ii) on each Business Day CS Delaware shall remit or cause the applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Collections. None of Borrowers nor any of the Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default Default, each Borrower or Obligor which is maintains a continuing Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and substance to Agent, from each depository bank with respect to such Concentration Account. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowers, 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 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; provided, that, upon the occurrence of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Payment Account, if such payments are received in the Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from Borrower's Agent and the bank at which such Payment Account is maintained to credit Borrowers' loan account on such day, and unless and until if not, then on the same is cured (if Borrower has next Business Day; provided, however, that in the right to cure such Event of Default hereunder) may terminate the event Agent shall receive from Borrower's authority Agent notice of payments in transit to collect Agent on the Accounts anddate of such notice ("In-may exercise any or all Transit Notice") and Agent shall have determined to its reasonable satisfaction that such payments (collectively, "In-Transit Payments") shall be received by Agent as of the rights contained herein to directly collect all Accounts. Upon date of such a termination of the Borrower's authorityIn-Transit Notice, 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 then such In-Transit Payments shall be charged to the Borrower's account and added applied by Agent on such date to the Obligations. If , solely for purposes of calculating the Lender is collecting the Accounts as providedamount of Loans available to Borrowers (conditional upon final collection), the Lender shall have the right to receive, indorse, assign and deliver in the Lender's name or amount of the Borrower's name any and all checks, drafts and other instruments for the payment of money relating In-Transit Payments set forth in such In-Transit Notice up to the Accountslesser of (A) eighty-five (85%) percent of the amount of such In-Transit Payments set forth in such In-Transit Notice and (B) $5,000,000. For purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent on account of the Borrower hereby waives notice Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of presentmentreceipt of immediately available funds by Agent in the Payment Account. In addition, 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 all proceeds of Accounts, Credit Card Receivables and Inventory deposited in the Accounts: Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.3(a)(ii) hereof), Borrowers shall pay to Agent, for its own account, a collection fee on the first day of each month equal to the amount of the Interest Rate on Prime Rate Loans with respect to such proceeds (a) to indorse from the Borrower's name upon earlier of the date of receipt of such proceeds by Borrowers or the date of deposit of such proceeds in the Blocked Accounts and (b) until the next Business Day. (c) Each Borrower and Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Receivables 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 Lendersame to be deposited in the accounts of Borrowers in accordance with the provisions of this Section 6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any time the Excess Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's possession; (b) request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to sign be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with a Borrower's name or Obligor's own funds. Each Borrower agrees to reimburse Agent on demand for any invoice relating 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 the Accounts, drafts against customers, assignments and verifications payments by Agent to or indemnification of Accounts and notices such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of 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, 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 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 LenderAdministrative Agent may, at any time or 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 AccountsSecured Obligations, 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 (i) enforce 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 of each Grantor’s Accounts or the Lender's designee as the Borrower's attorney-in-fact with power other amounts owed to a Grantor by suit or otherwise; (ii) exercise all of such Grantor’s rights and remedies with respect to the Accounts: (a) proceedings brought to indorse the Borrower's name upon collect any note, acceptances, checks, drafts, money orders Accounts or other evidences of payment that may come into the Lender's possessionamounts owed to such Grantor; (biii) surrender, release or exchange all or any part of any Accounts or other amounts owed to such Grantor, 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 of such Grantor or other amount owed to such Grantor upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the Borrower's such Grantor’s name on any invoice relating proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any of the Accounts, drafts against customers, assignments such Grantor; and verifications of Accounts and notices to Customers; (cvi) 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 which are necessary, properin Administrative Agent’s commercially reasonable discretion, to fulfill such Grantor’s obligations under this Agreement and the Credit Agreements and to allow Administrative Agent to collect the Accounts or convenient other amounts owed to carry out such Grantor. In addition to any other provision hereof, Administrative Agent 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 Grantors’ 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 Lender is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice make payment directly 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 Administrative Agent of any of the terms and conditions thereofamounts due or to become due thereunder.

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. (a) 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 Revolver Documents require that all payments on the Accounts and-may exercise be made to one or more Approved Lock Boxes. The funds collected in the Approved Lock Boxes are to be deposited in an Approved Lock Box Account. On a daily basis, the collected funds in the Approved Lock Box Accounts are forwarded to the Revolver Agent and applied as a payment on the Revolver Obligations. Revolver Agent shall not consent to any amendment to any Agency Account Agreement or all any other Revolver Document, or give any instruction or consent under any Agency Account Agreement or other Revolver Document, which would (1) permit items delivered in payment of Accounts to be sent anywhere except to the Approved Lock Box or permit collection on such items or any other payment on the Accounts to be deposited to any deposit account other than an Approved Lock Box Account, or (2) permit funds received in an Approved Lock Box Account to be transferred or withdrawn except as provided in Section 4.6 of the rights contained herein Revolver Agreement, transfers to directly collect all Accounts. Upon such a termination of the Borrower's authoritydeposit account with Chase established for that purpose and subject to Section 2.13, 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 and/or transfer to the Borrower's account and added Term Loan Agent in accordance with Section 2.6(c). (b) In the event that Revolver Agent exercises its rights pursuant to the Obligations. If the Lender is collecting the Accounts as provided, the Lender shall have the right Revolver Documents to receive, indorse, assign and deliver in the Lender's name 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 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 Realization Action with respect to the Accounts: Shared Collateral, Revolver Agent hereby agrees with Term Loan Agent as follows: (i) That it will act on its own behalf as agent for the Revolver Lenders and on behalf of Term Loan Agent in connection with such Realization Action with respect to the Shared Collateral as agent for the Term Loan Agent under the terms hereof; and (ii) That it will provide to Term Loan Agent an account detail of the results of any such Realization Action with respect to the Shared Collateral. (c) Following the occurrence of any Realization Action, all Proceeds of the Shared Collateral shall be disbursed and applied as follows: (i) first as payment of the unpaid costs and expenses (including attorney's fees and expenses) of the Revolver Agent incurred in obtaining the Proceeds of the Shared Collateral until all such costs and expenses are paid in full; (ii) second, to the Revolver Lenders in accordance with the Revolver Agreement until the earlier of (1) the date the liquidated Revolver Obligations have been satisfied in full and all contingent Reimbursement Obligations have been fully cash collateralized or (2) the date that Proceeds of Shared Collateral that have been dispersed after the date the Realization Action shall have occurred equal the Revolver Limit, determined as of such date; (iii) third, to the Term Loan Agent for distribution to the Term Lenders in accordance with the Term Loan Agreement until all the obligations of the Debtors and each one of them under the Term Loan Documents shall have been paid and satisfied in full; (iv) fourth, if Revolver Obligations remain outstanding after the applications described in clause 2.6(c)(ii) above, to the Revolver Lenders in accordance with the Revolver Agreement until the Revolver Obligations have been satisfied in full and all contingent Reimbursement Obligations have been fully cash collatreralized; and (v) fifth, to the Debtors, as a court of competent jurisdiction may direct or as otherwise required by law. (d) Prior to the occurrence of a Realization Action, proceeds of the Shared Collateral shall be applied to the Revolver Obligations in accordance with the terms of the Revolver Agreement and Section 2.6(a), without regard to the Revolver Limit. (e) Each Debtor hereby agrees that it will not deposit with, transfer to or otherwise put in the possession of the Revolver Agent, any of the Other Collateral or proceeds thereof, and will cause all funds, moneys or other property representing proceeds of Other Collateral to be paid or delivered directly to Term Loan Agent for application in accordance with the Term Loan Documents. In the event that the Revolver Agent receives any funds, moneys, items or other property that it knows are proceeds of Other Collateral in which Term Loan Agent has perfected a first priority security interest, it shall (a) to indorse notify the Borrower's name upon any noteTerm Loan Agent in writing of the notice of such receipt, acceptances, checks, drafts, money orders or other evidences the date of payment that may come into such receipt and the Lender's possessionamount thereof; (b) to sign deduct from such property so received any reasonable costs or expenses (including reasonable attorney's fees and expenses) incurred in connection with the Borrower's name on any invoice relating to any acquisition of the Accounts, drafts against customers, assignments and verifications of Accounts and notices to Customerssuch property; (c) hold the remaining amounts in trust for the Term Loan Agent until paid over to send verifications of Accounts to any customerthe Term Loan Agent; and (d) to notify the Post Office authorities to change the address for delivery of mail addressed forward such remaining amounts 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 Term Loan Agent promptly 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 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 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 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 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. The Lender(a) Each Borrower shall establish and maintain, at any time its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 6.3 hereto and after prior written notice to Agent, subject to Section 8.10, such other banks as such Borrower may hereafter select as are acceptable to Agent. The banks set forth on Schedule 6.3 constitute all of the banks with whom Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to a Retail Store location of a Borrower or Retail Store Subsidiary or otherwise describes the nature of the use of such deposit account by such Borrower. (i) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations 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 a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time following on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any Borrower's consent and 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 such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. 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 Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 (together with any other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store receipts from any Retail Store, collectively, the "Store Bank Accounts" and each individually, a "Store Bank Account") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) for such Retail Store Subsidiary's operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $5,000 as to any individual Retail Store at any time to one of the Concentration Accounts and (ii) on each Business Day CS Delaware shall remit or cause the applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Collections. None of Borrowers nor any of the Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default which is a continuing Event of Default, each Borrower or Obligor which maintains a Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and unless and until the same is cured (if Borrower has the right substance 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 authorityAgent, 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 from each depository bank with respect to such Concentration Account. (b) For purposes of calculating the amount of the Loans available to Borrowers, 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 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 purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account. In addition, with respect to all proceeds of Accounts: , Credit Card Receivables and Inventory deposited in the Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.3(a)(ii) hereof), Borrowers shall pay to Agent, for its own account, a collection fee on the first day of each month equal to the amount of the Interest Rate on Prime Rate Loans with respect to such proceeds (a) to indorse from the Borrower's name upon earlier of the date of receipt of such proceeds by Borrowers or the date of deposit of such proceeds in the Blocked Accounts and (b) until the next Business Day. (c) Each Borrower and Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any note, acceptancesmonies, checks, draftsnotes, money orders drafts or any other payment relating to and/or proceeds of Receivables 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 Lendersame to be deposited in the accounts of Borrowers in accordance with the provisions of this Section 6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any time the Excess -------- ---- Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's possession; (b) request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to sign be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with a Borrower's name or Obligor's own funds. Each Borrower agrees to reimburse Agent on demand for any invoice relating 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 the Accounts, drafts against customers, assignments and verifications payments by Agent to or indemnification of Accounts and notices such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of 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, 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 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 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 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 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 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 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, 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. 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 (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. 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 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 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 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 (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 (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 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 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 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 (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. (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(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 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 LenderBuyer and Seller agree that Buyer shall collect all Accounts purchased as part of the Assets after Closing. To the extent Seller makes any collections on any of the Accounts after Closing, at Seller shall remit the proceeds of the collections to Buyer, weekly, on each Monday, for all amounts collected in the preceding week, together with a reconciliation report reflecting all amounts so collected and the remaining balances on the Accounts, commencing with the second full week after the Closing. Seller shall cooperate with Buyer in the collection of the Accounts in any time or from time reasonable manner that Buyer may request. Seller and T3 guarantee Buyer's collection within 90 days after the Closing Date of the face amount of the Accounts, LESS any reserve for bad debt and EXCLUSIVE OF any credits ("Account Credits") reflected on the listing of the Accounts to time be prepared as part of the Closing Balance Sheet pursuant to Section 3.3 (the "Guaranteed Amount"), on the following terms: To the occurrence of an Event of Default which is a continuing Event of Defaultextent Buyer collects less than the Guaranteed Amount on the Accounts within the said 90-day period, Seller and T3 shall pay the difference between the amount collected and the Guaranteed Amount to Buyer within five (5) days after Buyer's written request therefor to Seller and T3, and unless Buyer shall transfer the balances on the unpaid Accounts to Seller. If the Buyer shall fail to make a request to T3 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 Seller for payment of the rights contained herein to directly collect all Accounts. Upon such a termination unpaid balance of the Borrower's authorityGuaranteed Amount within one hundred twenty (120) days after the Closing Date, the Lender obligation of T3 and Seller to guarantee collection of the Guaranteed Amount and pay Buyer therefor shall cease. Seller and T3 shall have the right at their cost, during Buyer's normal business hours and upon reasonable prior notice, to send notice of assignment or notice of the Lenderreview and audit Buyer'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 records of the Accounts and Records relating theretocollections on the Accounts after Closing in the event that Buyer makes demand for payment on the Guaranteed Amount. All To the extent that Buyer collects in excess of the Lender's collection expenses Guaranteed Amount within 90 days after the Closing Date, Buyer shall be charged pay the excess amount to Seller within fifteen (15) days after the Borrower's account and added to expiration of the Obligationssaid 90 day period. If the Lender is collecting the Accounts as provided, the Lender Buyer shall have the right to receive, indorse, assign and deliver in the Lender's name or the Borrower's name further assume all liability for 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 Account Credits 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 Closing and shall indemnify Seller and T3 from and 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 same as provided 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 13.2.