Common use of Collection of Proceeds Clause in Contracts

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by Bank, Debtor agrees to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During the continuation of an Event of Default, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, or other items which are received in payment of any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, : beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Secured Party shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankSecured Party and at all times after that, Debtor agrees to fully and promptly cooperate and assist Secured Party in the collection and enforcement of all Collateral and to hold in trust for Bank Secured Party all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship suretyship, guaranty or guaranty indemnity and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank Secured Party and immediately deliver to Bank Secured Party all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Secured Party all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Secured Party or any Bank Secured Party employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Secured Party shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankSecured Party. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Secured Party to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by BankDefault (as defined in the Credit Agreement), Debtor agrees to will (i) collect and enforce payment of all accounts receivable; (ii) hold in trust for Bank Lender all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, on accounts receivable as well as all rights by way of suretyship or guaranty which Debtor now has or may hereafter acquire to enforce payment of accounts receivable, and all rights in the nature of a mortgage, lien or security interest which whereby Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect satisfy any account receivable out of property; and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor agrees to (aiii) endorse to Bank Lender and immediately forthwith deliver to Bank it all such payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, funds belonging to Debtor and (b) immediately deliver to Bank all property in Debtor's possession or later hereafter coming into Debtor's its possession through enforcement of Debtor's rights or interests. 3.2 During the continuation of an Event of Defaultany such rights, Debtor irrevocably authorizes Bank Lender or any Bank employee or agent thereof to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of any Collateralaccount receivable or for any inventory, and to do any and all things necessary in order to reduce these items the same to money. 3.3 Bank 3.2 Upon default by Debtor beyond any grace period applicable thereto, Debtor shall have no duty as at the request of Lender notify the account debtors or obligors of the security interest of Lender in any accounts receivable and direct payment thereof to the collection Lender; Lender may, itself, at any time before or protection of Collateral after any default by Debtor so notify and direct any such account debtor or the proceeds of it, nor as to the preservation obligor and may take control of any related rights, beyond proceeds to which it may be entitled hereunder. 3.3 Debtor shall at the use request of reasonable care in Lender mark xxx records concerning the custody and preservation Collateral clearly to indicate the security interest of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of BankLender hereunder. 3.4 For Upon the purpose occurrence of calculating interest on the Indebtednessan Event of Default, Debtor understands that Bank imposes a minimum one business day delay in crediting payments will immediately deliver to Lender, appropriately endorsed to the order of Lender, any chattel paper or instruments which shall be received by Bank against the Indebtedness Debtor and which may at any time evidence any obligation to allow time Debtor for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available fundspayment for goods sold or leased or services rendered. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with BankUpon demand, Debtor understands that Bank mayshall deliver to Lender (i) all accounting and other records pertaining to the Collateral, at Bank's option, use a method different from that used for the purpose of calculating interest.or any portion thereof; and

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by Bank, Debtor agrees to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now has or may later acquire regarding the Collateral. Debtor Borrower agrees to collect and enforce payment of all Collateral Accounts until Bank Lender shall direct Debtor Borrower to the contrary and, from and after this direction, Debtor Borrower agrees to fully and promptly cooperate and assist Bank Lender (or any other person as Bank shall designatedesignated by Lender) in the collection and enforcement of all CollateralAccounts. Immediately Borrower shall not grant any extension of time for the payment of Accounts, shall not compromise, compound or settle the Accounts or any part thereof for less than the full amount thereof, shall not release, in whole or in part, any person liable for the payment of the Accounts or any part thereof, or allow any credit, discount or allowance whatsoever upon notice the Accounts or any part thereof, unless such activity shall be deemed to such effect to Debtor by Bank and at all times after that, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor be in the Collateral, ordinary course of business and shall not occasion or threaten a material adverse change in the form received by Debtor financial condition, results of operation or business of the Borrower, without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement first obtaining the written consent of Debtor's rights or interests. 3.2 During the continuation of an Event of Default, Debtor Lender. Borrower irrevocably authorizes Bank Lender or any Bank employee or agent of Lender to endorse the name of Debtor Borrower upon any Collateral, checks, checks or other items which are received in payment of any CollateralAccounts or for any Inventory, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . The Lender shall have no duty as to the collection or protection of Collateral or the proceeds of itthereof, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankLender. Debtor Borrower agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property Borrower’s property in Possession the possession of Bank. 3.4 Lender. For the purpose of calculating interest on the IndebtednessRevolving Loan, Debtor Borrower understands that Bank the Lender imposes a minimum one business day two Business Days delay in crediting payments received by Bank the Lender on Eligible Accounts or other Collateral against the Indebtedness Revolving Loan to allow time for collection and Debtor Borrower agrees that Bank the Lender may, at Bank's Lender’s option, make such credits only when payments are actually collected by Bank Lender in immediately available funds. Any credit of payment by Bank Lender prior to receipt by Bank Lender of immediately available funds is conditional upon Bank's Lender’s receipt of those funds. For All remittances will be received by Lender subject to collection, and the purpose Lender assumes no responsibility in connection therewith beyond the exercise of calculating ordinary care and will not be liable for default, negligence or willful misconduct of any correspondent or for losses in transit. Borrower agrees that the principal amount Lender shall not be liable for any loss or damage which Debtor Borrower suffers or may request suffer as a result of the Lender’s processing of items or its exercise of any other rights or remedies under this Agreement, including, without limitation, indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies hereunder. Borrower further agrees to borrow indemnify and hold Lender harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionincluding, use a method different from that used for the purpose of calculating interestwithout limitation, litigation costs and reasonable attorneys’ fees.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by BankDefault (as defined in the Credit Agreement), Debtor agrees to will (i) collect and enforce payment of all accounts receivable; (ii) hold in trust for Bank Lender all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, on accounts receivable as well as all rights by way of suretyship or guaranty which Debtor now has or may hereafter acquire to enforce payment of accounts receivable, and all rights in the nature of a mortgage, lien or security interest which whereby Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect satisfy any account receivable out of property; and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor agrees to (aiii) endorse to Bank Lender and immediately forthwith deliver to Bank it all such payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, funds belonging to Debtor and (b) immediately deliver to Bank all property in Debtor's possession or later hereafter coming into Debtor's its possession through enforcement of Debtor's rights or interests. 3.2 During the continuation of an Event of Default, any such rights. Debtor irrevocably authorizes Bank Lender or any Bank employee or agent thereof to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of any Collateralaccount receivable, and to do any and all things necessary in order to reduce these items the same to money. 3.3 Bank 3.2 Upon default by Debtor under the Credit Agreement beyond any grace period applicable thereto, Debtor shall have no duty as at the request of Lender notify the Account debtors or obligors of the security interest of Lender in any accounts receivable and direct payment thereof to Lender; Lender may, itself, at any time, after and during the collection or protection of Collateral or the proceeds of it, nor as to the preservation continuance of any related rightsEvent of Default under the Credit Agreement, beyond so notify and direct any such account debtor or obligor and may take control of any proceeds to which it may be entitled hereunder. 3.3 Debtor shall at the use request of reasonable care in Lender mark xxx records concerning the custody and preservation Collateral clearly to indicate the security interest of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of BankLender hereunder. 3.4 For Upon the purpose occurrence of calculating interest on the Indebtednessan Event of Default, Debtor understands that Bank imposes a minimum one business day delay in crediting payments will immediately deliver to Lender, appropriately endorsed to the order of Lender, any chattel paper or instruments which shall be received by Bank against the Indebtedness to allow Debtor and which may at any time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available fundsevidence any account receivable. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with BankUpon demand, Debtor understands that Bank mayshall deliver to Lender (i) all accounting and other records pertaining to the Collateral, at Bank's option, use a method different from that used for the purpose of calculating interest.or any portion thereof; and

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection this Section 3.2 shall be applicable and Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post Office Lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor agrees to payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorization as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral, this Section 3.3 shall be applicable, and all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (i) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without Limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all 3 such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3.1 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Agent shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankAgent and at all times after that, Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent and the Lenders all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees agrees, subject to the right of Debtor to receive cash dividends under Section 4.8 hereof, to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 interests in the Collateral. During the continuation existence of an Event of Default, Debtor irrevocably authorizes Bank Agent or any Bank Agent employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall at all times have the right to exchange any certificates representing Collateral for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Agent and the Lenders shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent or any Lender. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Agent to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (i) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (ii) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Company agrees to collect and enforce payment of all Collateral until Agent shall direct Company to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Company by BankAgent and at all times after that, Debtor Company agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Company now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from Immediately upon and after this directionsuch notice, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor Company agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Company in the Collateral, in the form received by Debtor Company without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's Company’s possession or later coming into Debtor's Company’s possession through enforcement of Debtor's Company’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Company irrevocably authorizes Bank Agent and/or its employees or any Bank employee or agent agents to endorse the name of Debtor Company upon any Collateral, checks, cheques or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank Money. Agent shall not have no any duty as to the collection or protection of Collateral or the proceeds Proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor Company agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed to be a consent by Agent to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 All items or amounts which are delivered by or for the purpose benefit of calculating interest Company to Agent on account of partial or full payment of, or with respect to, any Collateral shall be applied to the payment of the Indebtedness, Debtor understands whether then due or not, in such order or at such time of application as Agent and the Banks may determine in its sole discretion. Company agrees that Bank imposes Agent shall not be liable for any loss or damage which Company may suffer as a minimum one business day delay result of Agent’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in crediting connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Company agrees to indemnify and hold Agent harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, legal fees, except for claims arising from the gross negligence or willful misconduct of Agent. 3.3 Company agrees that immediately upon Agent’s request (whether or not an Event of Default exists), Company shall establish the cash management arrangements required by this Section 3.3, and thereafter, the following provisions of this Section 3.3 shall be in full force and effect. (1) Company shall at its sole expense establish and maintain, from the date of such request until the end of the term of this Agreement (or until Agent acting in its sole discretion shall notify Company that the Indebtedness is no longer required to be on a remittance basis) a Canadian post office lockbox, (the “Lock Box”) to which Agent shall have exclusive access and control. Company expressly authorizes Agent, from time to time, to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Company agrees to notify all account debtors and other parties obligated to it that all payments made on any account, invoice or other collateral (other than payments by electronic funds) shall be remitted, for the credit of Company, to the Lock Box, and Company shall include a like statement on all invoices. Payments made by electronic funds transfer shall be made directly to a non-interest bearing deposit account (the “Cash Collateral Account”) to which Agent shall have exclusive access and control, and Company shall so instruct its account debtors and other parties obligated to it. Company shall execute all documents, authorizations and other agreements necessary to establish and maintain the Lock Box and the Cash Collateral Account. (2) Whether or not Company is required by Agent to maintain the Lock Box under this paragraph, from the date of such request until the end of the term of this Agreement, any and all cash, checks, drafts and other instruments for the payment of money received by Bank against Company at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted and delivered to Agent (properly endorsed, where required, so that such items may be collected by Agent). Any such items received by Company shall not be commingled with any other of Company’s funds or property, but will be held separate and apart from Company’s own funds or property, and upon express trust for the benefit of Agent until delivery is made to Agent. (3) All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Company to Agent on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Agent’s option (i) be applied to the payment of the Indebtedness, whether then due or not, in such order of application as Agent may determine in its sole discretion, or, (ii) shall be deposited to the credit of the Cash Collateral Account. Company shall have no right whatsoever to withdraw any funds so deposited. Company further grants to Agent for the benefit of the Banks, a first security interest in and lien on all funds on deposit in such accounts. To the extent collected funds remain at any time on deposit in the Cash Collateral Account after payment and discharge in full of the Indebtedness (provided there is then no Event of Default hereunder), Agent shall release such surplus collected funds to allow time Company. Company hereby irrevocably authorizes and directs Agent to endorse all items received for collection and Debtor deposit to the Cash Collateral Account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restriction. (4) Company agrees that Bank mayAgent and the Banks shall not be liable for any loss or damage which Company suffers or may suffer as a result of Agent’s processing of items or its exercise of any other rights or remedies under this Agreement, at including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies hereunder; provided, however, this exculpation shall not apply to direct damages arising as a result of Agent’s and the Bank's option’s gross negligence or willful misconduct. Company further agrees to indemnify and hold Agent and the Banks harmless from and against all such third party claims, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bankdemands or actions, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestincluding without limitation litigation costs and attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Bank, or any Bank employee or agent agent, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists), the Indebtedness shall be on a "remittance basis" as follows: Debtor shall, at its sole expense, establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including, without limitation, indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Agent shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankAgent and at all times after that, Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Agent or any Bank employee or agent of the Agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3 shall be deemed a consent by Agent to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a “remittance basis” as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) an United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionand all related expenses or liabilities, use a method different from that used for the purpose of calculating interestincluding, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice, after the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request, upon the occurrence and during the continuance of an Event of Default the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank mayat Bank's option, may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shalt, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys' fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon The undersigned agrees to collect and enforce payment of all Collateral until Bank shall direct the occurrence and during undersigned to the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor the undersigned by BankBank and at all times after that, Debtor the undersigned agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor the undersigned now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor the undersigned agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor the undersigned in the Collateral, in the form received by Debtor the undersigned without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtorthe undersigned's possession or later coming into Debtorthe undersigned's possession through enforcement of Debtorthe undersigned's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. The undersigned irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor the undersigned upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor The undersigned agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an contrary. During a Continuing Event of Default, immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not there is a Continuing Event of Default) the purpose indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against such order or at such time of application as may be in accordance with the Indebtedness to allow time for collection and applicable provisions of the Loan Documents. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement except to borrow the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct. Debtor agrees to indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtors agree to collect and enforce payment of all Collateral until Bank shall direct Debtors to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Debtors by BankBank and at all times after that, Debtor Debtors agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Debtors now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees Debtors agree to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Debtors in the Collateral, in the form received by Debtor Debtors without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's Debtors' possession or later coming into Debtor's Debtors' possession through enforcement of Debtor's Debtors' rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Debtors irrevocably authorizes authorize Bank or any Bank employee or agent to endorse the name of Debtor Debtors upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees Debtors agree to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtors agree that immediately upon Bank's request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a "remittance basis" as follows: Debtors shall at their sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtors' expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtors expressly authorize Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtors agree to notify all account Debtors and other parties obligated to Debtors that all payments made to Debtors (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtors, to the Lock Box, and Debtors shall include a like statement on all invoices; and (b) a non-interest on the Indebtedness, Debtor understands that bearing deposit account with Bank imposes a minimum one business day delay in crediting payments received which shall be titled as designated by Bank against (the Indebtedness "Cash Collateral Account") to allow time which Bank shall have exclusive access and control. Debtors agree to notify all account Debtors and other parties obligated to Debtors that all payments made to Debtors by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtors, at Bank's request, shall include a like statement on all invoices. Debtors shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for collection and Debtor agrees that the benefit of Debtors to Bank mayon account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit Debtors agree that Bank shall not be liable for any loss or damage which Debtors may suffer as a result of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt processing of those fundsitems or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. For the purpose of calculating the principal amount which Debtor may request Debtors agree to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionand all related expenses or liabilities, use a method different from that used for the purpose of calculating interestincluding, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a “remittance basis” as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) an United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys’ fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an (a) So long as no Event of Default, immediately upon Default exists and thereafter until Agent shall direct Debtor to the contrary by notice to Debtor by Bank(an “Enforcement Notice”), Debtor shall collect and enforce payment of all Collateral, including servicing and receiving and collecting directly all sums payable in respect of the Collateral, except that regardless of whether any Event of Default exists, the proceeds of any sale or other disposition of the Collateral (“Mortgage Loan Sale Proceeds”), including without limitation, the proceeds of any “Take-Out Commitment” as defined in the Mortgage Warehousing Agreement (“Take-Out Commitment”), shall be paid directly to the Cash Collateral Account (as later defined) if made by electronic funds transfer, or, if not made by electronic funds transfer, to the Lock Box (if requested by Agent) or as Agent shall otherwise direct, for application as provided in this Agreement. Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Mortgage Loan Sale Proceeds and to hold in trust for Bank Agent, for the benefit of the Lenders, all payments of Mortgage Loan Sale Proceeds received in connection with Collateral. Debtor agrees to endorse to Agent and immediately deliver to Agent all payments of Mortgage Loan Sale Proceeds, in the form received by Debtor without commingling with any other funds. Debtor irrevocably authorizes Agent or any Agent employee or agent to endorse the name of Debtor upon any checks or other items which are received consisting in whole or in part of Mortgage Loan Sale Proceeds, and to do any and all things necessary in order to reduce these items to money. Agent shall have no duty as to the collection or protection of Mortgage Loan Sale Proceeds, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Mortgage Loan Sale Proceeds in the possession of Agent. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Mortgage Loan Sale Proceeds. Nothing in this Section 3.1 shall be deemed a consent by Agent or any Lender to any sale, lease or other disposition of any Collateral. (b) Immediately upon and at all times after an Enforcement Notice is given, Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral (including, without limitation, Mortgage Loan Sale Proceeds) and to hold in trust for Agent, for the benefit of the Lenders, all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Agent or any Bank Agent employee or agent agent, immediately upon and after such Enforcement Notice, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.2 shall be deemed a consent by Agent or any Lender to any sale, lease or other disposition of any Collateral. (c) Debtor agrees that the Indebtedness shall be on a “remittance basis” on the terms and subject to the conditions of this Agreement. Debtor shall at its sole expense establish and maintain (and Agent, at Agent's option may establish and maintain at Debtor's Property expense): (i) If requested by Agent in Possession of BankAgent's Discretion (as defined in the Mortgage Warehousing Agreement), a United States Post Office lock box (the “Lock Box”), to which Agent shall have exclusive access and control. Debtor expressly authorizes Agent, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. 3.4 For (ii) A non-interest bearing deposit account with Agent which shall be titled as designated by Agent (the purpose “Cash Collateral Account”) to which Agent shall have exclusive access and control. Debtor shall execute all documents and authorizations as required by Agent to establish and maintain the Cash Collateral Account and if requested by Agent, the Lock Box. Prior to the occurrence of calculating interest an Event of Default and thereafter until Agent shall give Debtor an Enforcement Notice, (i) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debtor of Mortgage Loan Sale Proceeds (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box; and (ii) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debtor of Mortgage Loan Sale proceeds by electronic funds transfer shall be remitted to the Cash Collateral Account. Immediately upon and at all times after an Enforcement Notice is given, (i) Debtor agrees to notify all account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans, that all payments made to Debtor on account of the Collateral, including without limitation, Mortgage Loan Sale Proceeds (other than payments by electronic funds transfer), shall be remitted, for the credit of Debtor, if requested by Agent, to the Lock Box, or as Agent shall otherwise direct, and Debtor shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans; and (ii) Debtor agrees to notify all account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans, that all payments made to Debtor on account of the Collateral, including without limitation, Mortgage Loan Sale Proceeds, by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Agent's request, shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans. (d) Prior to the occurrence of an Event of Default, all items or amounts which are remitted to the Lock Box (if requested by Agent), to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Agent on account of partial or full payment of, or with respect to, any Mortgage Loan Sale Proceeds shall be applied to the payment of all advances made by Agent to Debtor with respect to the Pledged Mortgage Loans that pertain thereto, whether or not such advances are then due, and without taking into account any repayments of such advances, and any surplus shall be deposited in the General Account (as defined in the Mortgage Warehousing Agreement) with Agent. After the occurrence of an Event of Default, all items or amounts which are remitted to the Lock Box (if requested by Agent), to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Agent on account of partial or full payment of, or with respect to, any Collateral (including, without limitation, any Mortgage Loan Sale Proceeds) shall, at Agent's option, (i) be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against such order or at such time of application as Agent may determine in its sole discretion, or, (ii) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank mayno Indemnified Person shall be liable for any loss or damage which Debtor may suffer as a result of such Indemnified Person's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold each Indemnified Person harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, reasonable house and outside attorneys' fees and disbursements (but without duplication of such fees and disbursements for the same services), by reason of an Event of Default, or enforcing the obligations of Debtor under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 3.4. To the extent that the indemnification obligations of Debtor under this provision differs from the indemnification obligations of Debtor under the Mortgage Warehousing Agreement, the indemnification provision in the Mortgage Warehousing Agreement shall control. (e) Provided no Event of Default exists or would result therefrom, Agent agrees from time to time at Bankthe request of Debtor to deliver Pledged Mortgage Loans to investors approved by Agent for sale under bailee letters in form and substance satisfactory to Agent. Without limiting the foregoing, a bailee letter shall provide for the release of Agent's option, make such credits only when payments are actually collected security interest in and lien on the applicable Pledged Mortgage Loan in exchange for receipt by Bank the Agent in immediately available fundsfunds of (a) if a Take-Out Commitment for such Pledged Mortgage Loan exists, a principal prepayment of the Indebtedness in the amount of the greater of (i) the purchase price for such Pledged Mortgage Loan pursuant to the applicable Take-Out Commitment for such Pledged Mortgage Loan, or (ii) the amount of Indebtedness advanced by the Agent with respect to such Pledged Mortgage Loan as determined by Agent, or (b) if no such Take-Out Commitment exists, a principal prepayment of the Indebtedness in the amount of all Indebtedness advanced by the Agent with respect to such Pledged Mortgage Loan, whether or not such advances are then due, and without taking into account any repayments of such advances. Any credit The proceeds from the sale of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank any Pledged Mortgage Loan under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestthis Section 3.5 shall be paid and applied as provided in Sections 3.1 - 3.4 hereof.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists), the purpose Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees, except to the extent (but only to the extent) caused by Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon So long as no Event of Default or condition or event which, with the occurrence and during the continuance giving of notice or passage of time, or both, would constitute an Event of Default (a “Default”), immediately upon exists and thereafter until Bank shall direct Debtor to the contrary by notice to Debtor (an “Enforcement Notice”), Debtor shall collect and enforce payment of all Collateral, including servicing and receiving and collecting directly all sums payable in respect of the Collateral, except that regardless of whether any Event of Default or Default exists, the proceeds of any sale or other disposition of the Collateral (“Mortgage Loan Sale Proceeds”), including without limitation, the proceeds of any “Take-Out Commitment” as defined in the Loan Agreement, as later defined (“Take-Out Commitment”), shall be paid directly to the Cash Collateral Account (as later defined) if made by electronic funds transfer, or, if not made by electronic funds transfer, to the Lock Box or as Bank shall otherwise direct, for application as provided in this Agreement. Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Mortgage Loan Sale Proceeds and to hold in trust for Bank all payments of Mortgage Loan Sale Proceeds received in connection with Collateral. Debtor agrees to endorse to Bank and immediately deliver to Bank all payments of Mortgage Loan Sale Proceeds, in the form received by Debtor without commingling with any other funds. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any checks or other items which are received consisting in whole or in part of Mortgage Loan Sale Proceeds, and to do any and all things necessary in order to reduce these items to money. Bank shall have no duty as to the collection or protection of Mortgage Loan Sale Proceeds, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Mortgage Loan Sale Proceeds in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Mortgage Loan Sale Proceeds. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral. 3.2 Immediately upon and at all times after an Enforcement Notice is given, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral (including, without limitation, Mortgage Loan Sale Proceeds) and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent agent, immediately upon and after such Enforcement Notice, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.2 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral. 3.3 Debtor agrees that the Indebtedness shall be on a “remittance basis” on the terms and subject to the conditions of this Agreement. Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor's Property ’s expense), a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. If any purchasers of Pledged Mortgage Loans will remit payments of Mortgage Loan Sale Proceeds in Possession a manner other than by electronic funds transfer, then Debtor shall at its expense also establish and maintain (and Bank, as Bank’s option may establish and maintain at Debtor’s expense), a United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Cash Collateral Account and, if applicable, the Lock Box. Prior to the occurrence of an Event of Default or Default, and thereafter until Bank shall give Debtor an Enforcement Notice, (i) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debtor of Mortgage Loan Sale Proceeds (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box; and (ii) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debtor of Mortgage Loan Sale Proceeds by electronic funds transfer shall be remitted to the Cash Collateral Account. Immediately upon and at all times after an Enforcement Notice is given, (i) Debtor agrees to notify all account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans, that all payments made to Debtor on account of the Collateral, including without limitation, Mortgage Loan Sale Proceeds (other than payments by electronic funds transfer), shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans; and (ii) Debtor agrees to notify all account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans, that all payments made to Debtor on account of the Collateral, including without limitation, Mortgage Loan Sale Proceeds, by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans. 3.4 For Prior to the purpose occurrence of calculating interest an Event of Default or Default, all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Mortgage Loan Sale Proceeds shall be applied to the payment of all advances made by Bank to Debtor with respect to the Pledged Mortgage Loans that pertain thereto, whether or not such advances are then due, and without taking into account any repayments of such advances, and any surplus shall be deposited in the Debtor’s operating account with Bank. After the occurrence of an Event of Default or Default, all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral (including, without limitation, any Mortgage Loan Sale Proceeds) shall, at Bank’s option, (i) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (ii) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank mayshall not be liable for any loss or damage which Debtor may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct. 3.5 Provided no Event of Default or Default exists or would result therefrom, Bank agrees from time to time at the request of Debtor to deliver Pledged Mortgage Loans to investors approved by Bank for sale under bailee letters in form and substance satisfactory to Bank's option. Without limiting the foregoing, make such credits only when payments are actually collected a bailee letter shall provide for the release of Bank’s security interest in and lien on the applicable Pledged Mortgage Loan in exchange for receipt by the Bank in immediately available fundsfunds of (a) if a Take-Out Commitment for such Pledged Mortgage Loan exists, a principal prepayment of the Indebtedness in the amount of the greater of (i) the purchase price for such Pledged Mortgage Loan pursuant to the applicable Take-Out Commitment for such Pledged Mortgage Loan, or (ii) the amount of all Indebtedness advanced by the Bank with respect to such Pledged Mortgage Loan, whether or not such advances are then due, and without taking into account any repayments of such advances, or (b) if no such Take-Out Commitment exists, a principal prepayment of the Indebtedness in the amount of all Indebtedness advanced by the Bank with respect to such Pledged Mortgage Loan, whether or not such advances are then due, and without taking into account any repayments of such advances. Any credit The proceeds from the sale of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank any Pledged Mortgage Loan under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestthis Section 3.5 shall be paid and applied as provided in Sections 3.1-3.4 hereof.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, during the continuance of an Event of Default Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 interests in the Collateral. During the continuation continuance of an Event of Default, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon 5.1. Guarantor agrees to collect and enforce payment of all Collateral until such time as Lender shall direct Guarantor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Guarantor by BankLender and at all times after that, Debtor Guarantor agrees to fully and promptly cooperate and assist Lender in the collection and enforcement of all Collateral and to hold in trust for Bank Lender all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Guarantor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Guarantor agrees to (a) endorse to Bank Lender and immediately deliver to Bank Lender all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Guarantor in the Collateral, in the form received by Debtor Guarantor without commingling with any other funds, and (b) immediately deliver to Bank Lender all property in Debtor's Guarantor’s possession or later coming into Debtor's Guarantor’s possession through enforcement of Debtor's Guarantor’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Guarantor irrevocably authorizes Bank Lender or any Bank Lender employee or agent to endorse the name of Debtor Guarantor upon any Collateral, checks, checks or other items which that are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Lender shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor Guarantor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 5.1 shall be deemed to constitute consent by Lender to any sale, lease, or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness5.2. If Guarantor owns Accounts, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor Guarantor agrees that Bank mayimmediately upon Lender’s request (whether or not a Material Event of Default exists) Guarantor shall at its sole expense establish and maintain (or Lender, at Bank's Lender’s option, make such credits only when may establish and maintain at Guarantor’s expense): (a) a United States Post Office lock box which shall be titled as designated by Lender (the “Lock Box”), to which Lender shall have exclusive access and control, with Guarantor expressly irrevocably authorizing Lender, from time to time, to remove contents from the Lock Box, and with Guarantor agreeing to notify all account debtors and other parties obligated to Guarantor that all payments are actually collected by Bank in immediately available funds. Any made to Guarantor shall be remitted, for the credit of payment by Bank prior Guarantor, to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with BankLock Box, Debtor understands that Bank mayand Guarantor, at Bank's Lender’s request, shall include a like statement on all invoices; and/or (b) a non-interest bearing deposit account with Lender or a bank acceptable to Lender which shall be titled as designated by Lender (the “Cash Collateral Account”) to which Lender shall have exclusive access and control, with Guarantor expressly irrevocably authorizing Lender, from time to time, to remove proceeds from the Cash Collateral Account, and with Guarantor agreeing to notify all account debtors and other parties obligated to Guarantor that all payments made to Guarantor shall be remitted, for the credit of Guarantor, to the Cash Collateral Account, and Guarantor, at Lender’s request, shall include a like statement on all invoices. Guarantor shall execute all documents and authorizations as may be required by Lender to establish and maintain the Lock Box and the Cash Collateral Account. 5.3. All items or amounts which are remitted to the Lock Box, the Cash Collateral Account or otherwise delivered by or for the benefit of Guarantor to Lender on account of partial or full payment of, or with respect to, any Collateral shall, at Lender’s option, use be (i) applied to the payment of the Obligations, whether then due or not, in such order or at such time of application as Lender may determine in its sole discretion; (ii) maintained in the Cash Collateral Account, or (iii) remitted to Guarantor or to such other person(s) as may be entitled to such items or amounts under applicable law. Guarantor agrees that Lender shall not be liable for any loss or damage which Guarantor may suffer as a method different result of Lender’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Guarantor agrees to indemnify and hold Lender harmless from that used for the purpose and against all such third party claims, demands, or actions, and all related expenses or liabilities, including, without limitation, reasonable attorneys’ fees and costs of calculating interestoutside legal counsel.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request, following the occurrence of an Event of Default, the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys' fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE OR ARISING OUT OF ANY CLAIM OR THEORY OF STRICT LIABILITY except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds.  3.1 Upon So long as no Event of Default or condition or event which, with the occurrence and during the continuance giving of notice or passage of time, or both, would constitute an Event of Default (a "Default"), immediately upon exists and thereafter until Bank shall direct Debtor to the contrary by notice to Debtor (an "Enforcement Notice"), Debtor shall collect and enforce payment of all Collateral, including servicing Mortgage Loans and receiving and collecting directly principal, interest, escrow payments and all other sums payable in respect of the Collateral, except that regardless of whether any Event of Default or Default exists, the proceeds of any sale, securitization or other disposition of the Collateral ("Mortgage Loan Sale Proceeds"), including without limitation, the proceeds of any "Take-Out Commitment" as defined in the Credit Agreement, as later defined ("Take-Out Commitment"), shall be paid directly to the Cash Collateral Account (as later defined) or as Bank shall otherwise direct, for application as provided in this Agreement. Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Mortgage Loan Sale Proceeds and to hold in trust for Bank all payments of Mortgage Loan Sale Proceeds received in connection with Collateral. Debtor agrees to endorse to Bank and immediately deliver to Bank all payments of Mortgage Loan Sale Proceeds, in the form received by Debtor without commingling with any other funds. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any checks or other items which are received consisting in whole or in part of Mortgage Loan Sale Proceeds, and to do any and all things necessary in order to reduce these items to money. Bank shall have no duty as to the collection or protection of Mortgage Loan Sale Proceeds, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Mortgage Loan Sale Proceeds in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Mortgage Loan Sale Proceeds. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral.  3.2 Immediately upon and at all times after an Enforcement Notice is given, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral (including, without limitation, Mortgage Loan Sale Proceeds) and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent agent, immediately upon and after such Enforcement Notice, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3.2 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and any sale, lease or other disposition of any Collateral. Detroit_15407712_3 3.3 Debtor agrees that the Indebtedness shall be on a "remittance basis" on the terms and subject to the conditions of this Agreement. Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense), the Cash Collateral Account to which Bank mayshall have exclusive access and control. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Cash Collateral Account. Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debto of Mortgage Loan Sale Proceeds shall be remitted to the Cash Collateral Account. Immediately upon and at all times after an Enforcement Notice is given, Debtor agrees upon Bank's request to notify all account debtors and other parties obligated to Debtor under any Collateral that all payments made to Debtor on account of the Collateral shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor.  (a) Provided no Event of Default or Default exists or would result therefrom, Bank agrees from time to time at the request of Debtor to deliver Pledged Mortgage Loans to investors approved by Bank for sale to such investors. Such delivery shall be made under a bailee letter in form and substance satisfactory to Bank. Without limiting the foregoing, such bailee letter shall provide for the release of Bank's security interest in the applicable Pledged Mortgage Loan in exchange for receipt by the Bank in immediately available funds of the purchase price for such Pledged Mortgage Loan pursuant to the applicable Take-Out Commitment for such Pledged Mortgage Loan, but in no event less than the aggregate amount advanced by Bank to Debtor to fund such Pledged Mortgage Loan (without taking into account any prepayment(s) of the Indebtedness) (the "Release Price"). To the extent that the purchase price for a Pledged Mortgage Loan would be less than the Release Price required to be paid to the Bank as required above (a "shortfall"), the Debtor shall pay such shortfall to the Bank prior to or concurrent with the payment of such purchase price and prior to the release of the Bank's security interest in the affected Pledged Mortgage Loan. The proceeds from the sale of any Pledged Mortgage Loan under this Section shall be paid and applied as provided in Section 3.5 hereof.  (b) Provided no Event of Default or Default exists or would result therefrom, and provided further that the Debtor, the Bank and a "Certificating Custodian" as defined in the Credit Agreement ("Certificating Custodian") have entered into a "Master Custodial Agreement" as defined in the Credit Agreement ("Master Custodial Agreement") satisfactory to Bank, Bank agrees from time to time at the request of Debtor to deliver Pledged Mortgage Loans to such Certificating Custodian for formation of a pool of Mortgage Loans supporting an MBS. Such delivery shall be made under a bailee letter in form and substance satisfactory to Bank. The Debtor agrees to (i) enter into such arrangements and agreements with the Bank, the Certificating Custodian and each applicable "Agency" as defined in the Credit Agreement ("Agency") as may be necessary or desirable to facilitate the issuance of MBS under the mortgage-backed securities programs of such Agency and (ii) conform its procedures relating to the formation of such pools and the delivery of such forms and certifications required by each applicable Agency, to accommodate the procedures established by the Bank from time to time with respect thereto that are in conformity with the respective rules and regulations of each applicable Agency and maintaining the perfection and priority of the Bank's security interest in the applicable Pledged Mortgage Loans and related MBS and the proceeds thereof. All MBS that are backed by any Pledged Mortgage Loan for which the Release Price has not been paid in full to Bank at the time of the issuance of such MBS shall be held in the custodial account established under the Master Custodial Agreement ("Custodial Account") and the Bank shall have a security interest therein. The Debtor agrees that the Certificating Custodian shall be listed as the only subscriber, owner and/or registered holder, as applicable, and only person authorized to take delivery of any MBS backed by any Pledged Mortgage Loan, and upon the issuance of each such MBS, the Debtor shall deliver, or cause the applicable Agency to deliver, such MBS directly to the Certificating Custodian. Subject to the terms and conditions of this Agreement and the Master Custodial Agreement, upon the issuance of an MBS backed by any Pledged Mortgage Loan, the security interest of the Bank in the underlying Pledged Mortgage Loans shall cease, and the security interest in the related MBS and the proceeds thereof shall be substituted therefor and vested in the Bank. Provided no Event of Default or Default exists, the Debtor may obtain the release of Bank's security interest in and lien on an MBS backed by any Pledged Mortgage Loan by paying to Bank by wire transfer of immediately available funds to the Cash Collateral Account the aggregate amount advanced by Bank to Debtor to fund the Detroit_15407712_3 origination or purchase of such Pledged Mortgage Loan (without taking into account any prepayment(s) of the Indebtedness). Such payment shall be applied as provided in Section 3.5 hereof.  3.5 Prior to the occurrence of an Event of Default or Default, all items or amounts which are remitted to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Mortgage Loan Sale Proceeds with respect to any Pledged Mortgage Loan shall be applied to the payment of the amount originally advanced by Bank to Debtor to fund the origination or purchase of such Pledged Mortgage Loan (without taking into account any prepayment(s) of the Indebtedness), whether or not such advance is then due, and any surplus shall be deposited in the Operating Account. After the occurrence of an Event of Default or Default, all items or amounts which are remitted to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral (including, without limitation, any Mortgage Loan Sale Proceeds) shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees, except to the purpose of calculating interest.extent (but only to the extent) caused by Bank's gross negligence or willful misconduct. 

Collection of Proceeds. 3.1 Upon (a) Each Debtor agrees to collect and enforce payment of all Collateral in accordance with the terms of such Collateral. Subject to all applicable cure or grace periods, upon the occurrence and during the continuance of Default or an Event of Default, immediately upon notice to any Debtor by BankAgent and at all times after that, each Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent all payments received in connection with the Collateral collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which any Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees Subject to collect all applicable cure or grace periods, upon the occurrence and enforce payment during the continuance of all Collateral until Bank shall direct Debtor to the contrary andDefault or an Event of Default, from immediately upon and after this directionsuch notice, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, each Debtor agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of any Debtor in the Collateral, in the form received by such Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in each Debtor's possession or later coming into each Debtor's possession through enforcement of any Debtor's rights or interests. 3.2 During interests in the continuation collateral. Subject to all applicable cure or grace periods, upon the occurrence and during the continuance of Default or an Event of Default, each Debtor irrevocably authorizes Bank Agent or any Bank Agent employee or agent to endorse the name of each Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Each Debtor agrees to take all steps reasonably deemed necessary by Agent to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Agent or any Lender to any sale, lease or other disposition of Bankany Collateral. 3.4 For (b) Subject to the purpose terms of calculating interest the Credit Agreement, all items or amounts which are delivered by or for the benefit of any Debtor to Agent on account of partial or full payment of, or with respect to, any Collateral shall be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against the Indebtedness to allow such order or at such time for collection and of application as Agent may determine in its sole discretion. Each Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount Agent shall not be liable for any loss or damage which any Debtor may request suffer as a result of Agent's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement, except to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bankthe extent (but only to the extent) caused by Agent's option, use a method different from that used for the purpose of calculating interestgross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Borrower agrees to collect and enforce payment of all Collateral until Agent shall direct Borrower to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Borrower by BankAgent and at all times after that, Debtor Borrower agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Borrower now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Borrower agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Borrower in the Collateral, in the form received by Debtor Borrower without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in DebtorBorrower's possession or later coming into DebtorBorrower's possession through enforcement of DebtorBorrower's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Borrower irrevocably authorizes Bank Agent or any Bank Agent employee or agent to endorse the name of Debtor Borrower upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor Borrower agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Agent or Lenders to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Borrower agrees that immediately upon Agent’s request (if an Event of Default has occurred and then exists), the purpose Indebtedness shall be on a "remittance basis" in accordance with the following. In connection therewith, Borrower shall at its sole expense establish and maintain (and Agent, at Agent’s option, may establish and maintain at Borrower's expense): (a) A United States Post Office lock box (the "Lock Box"), to which Agent shall have exclusive access and control. Borrower expressly authorizes Agent, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Agent which shall be titled as designated by Agent (the "Cash Collateral Account") to which Agent shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral Account, and Borrower, at Agent’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Agent to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Borrower to Agent on account of partial or full payment of, or with respect to, any Collateral shall, at Agent’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against such order or at such time of application as Agent may determine in its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Debtor Cash Collateral Account. Borrower agrees that Bank mayneither Agent nor Lenders shall be liable for any loss or damage which Borrower may suffer as a result of Agent’s processing of items or its or any Lender’s exercise of any other rights or remedies under this Agreement, at Bankincluding without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Agent and each Lender harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's optionfees, make such credits except to the extent (but only when payments are actually collected to the extent) caused by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestAgent’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make M be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Bank, or any Bank employee or agent agent, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists), the Indebtedness shall be on a "remittance basis" as follows: Debtor shall, at its sole expense, establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 6 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including, without limitation, indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Xxxxxxx agrees to collect and enforce payment of all Collateral until Bank shall direct Pledgor to the contrary. Immediately upon notice to Pledgor by Bank following the occurrence and during the continuance continuation of an Event of Default, immediately upon notice Xxxxxxx agrees to Debtor by Bank, Debtor agrees fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Pledgor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon and after such notice to such effect to Debtor by Bank and at all times after thatfollowing the occurrence and during the continuation of an Event of Default, Debtor Xxxxxxx agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Pledgor in the Collateral, in the form received by Debtor Pledgor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's Xxxxxxx’s possession or later coming into Debtor's Xxxxxxx’s possession through enforcement of Debtor's Xxxxxxx’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Pledgor irrevocably authorizes Bank or any Bank employee or agent to to, following the occurrence and during the continuation of an Event of Default, endorse the name of Debtor Pledgor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor Xxxxxxx agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Pledgor agrees that immediately upon Bank’s request (whether or not any Event of Default exists), the purpose Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Pledgor shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Pledgor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Pledgor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Xxxxxxx agrees to notify all account debtors and other parties obligated to Pledgor that all payments made to Pledgor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Pledgor, to the Lock Box, and Pledgor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Xxxxxxx agrees to notify all account debtors and other parties obligated to Pledgor that all payments made to Pledgor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Pledgor, at Bank’s request, shall include a like statement on all invoices. Pledgor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Pledgor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or (b) be deposited to the Indebtedness to allow time for collection and Debtor Cash Collateral Account. Pledgor agrees that Bank mayshall not be liable for any loss or damage which Pledgor may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, at including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Xxxxxxx agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys’ fees, INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except to the extent (but only to the extent) caused by Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 interests in the Collateral. During the continuation continuance of an Event of Default, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available funds. Any credit of payment by Bank its sole discretion; provided, however, prior to receipt by the occurrence of an Event of Default, such amounts will be applied to Debtor's revolving credit Indebtedness, if any, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an So long as no Event of Default, immediately upon Default exists and thereafter until Agent shall direct Debtor to the contrary by notice to Debtor by Bank(an “Enforcement Notice”), Debtor shall collect and enforce payment of all Collateral, including servicing and receiving and collecting directly all sums payable in respect of the Collateral, except that regardless of whether any Event of Default exists, the proceeds of any sale or other disposition of the Collateral (“Mortgage Loan Sale Proceeds”), including without limitation, the proceeds of any “Take-Out Commitment” as defined in the Mortgage Warehousing Agreement (“Take-Out Commitment”), shall be paid directly to the Cash Collateral Account (as later defined) if made by electronic funds transfer, or, if not made by electronic funds transfer, to the Lock Box (if requested by Agent) or as Agent shall otherwise direct, for application as provided in this Agreement. Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Mortgage Loan Sale Proceeds and to hold in trust for Bank Agent, for the benefit of the Lenders, all payments of Mortgage Loan Sale Proceeds received in connection with Collateral. Debtor agrees to endorse to Agent and immediately deliver to Agent all payments of Mortgage Loan Sale Proceeds, in the form received by Debtor without commingling with any other funds. Debtor irrevocably authorizes Agent or any Agent employee or agent to endorse the name of Debtor upon any checks or other items which are received consisting in whole or in part of Mortgage Loan Sale Proceeds, and to do any and all things necessary in order to reduce these items to money. Agent shall have no duty as to the collection or protection of Mortgage Loan Sale Proceeds, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Mortgage Loan Sale Proceeds in the possession of Agent. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Mortgage Loan Sale Proceeds. Nothing in this Section 3.1 shall be deemed a consent by Agent or any Lender to any sale, lease or other disposition of any Collateral. 3.2 Immediately upon and at all times after an Enforcement Notice is given, Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral (including, without limitation, Mortgage Loan Sale Proceeds) and to hold in trust for Agent, for the benefit of the Lenders, all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank Agent or any Bank Agent employee or agent agent, immediately upon and after such Enforcement Notice, to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.2 shall be deemed a consent by Agent or any Lender to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.3 Debtor agrees that Bank maythe Indebtedness shall be on a “remittance basis” on the terms and subject to the conditions of this Agreement. Debtor shall at its sole expense establish and maintain (and Agent, at Bank's optionAgent’s option may establish and maintain at Debtor’s expense): (a) If requested by Agent in Agent’s Discretion (as defined in the Mortgage Warehousing Agreement), make such credits only when a United States Post Office lock box (the “Lock Box”), to which Agent shall have exclusive access and control. Debtor expressly authorizes Agent, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. (b) A non-interest bearing deposit account with Agent which shall be titled as designated by Agent Debtor shall execute all documents and authorizations as required by Agent to establish and maintain the Cash Collateral Account and if requested by Agent, the Lock Box. Prior to the occurrence of an Event of Default and thereafter until Agent shall give Debtor an Enforcement Notice, (i) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments are actually collected made to Debtor of Mortgage Loan Sale Proceeds (other than payments by Bank in immediately available funds. Any electronic funds transfer) shall be remitted, for the credit of payment Debtor, to the Lock Box; and (ii) Debtor agrees to notify all purchasers of Pledged Mortgage Loans that all payments made to Debtor of Mortgage Loan Sale proceeds by Bank prior electronic funds transfer shall be remitted to receipt the Cash Collateral Account. Immediately upon and at all times after an Enforcement Notice is given, (i) Debtor agrees to notify all account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans, that all payments made to Debtor on account of the Collateral, including without limitation, Mortgage Loan Sale Proceeds (other than payments by Bank of immediately available electronic funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Banktransfer), Debtor understands that Bank mayshall be remitted, at Bank's option, use a method different from that used for the purpose credit of calculating interest.Debtor, if requested by Agent, to the Lock Box, or as Agent shall otherwise direct, and Debtor shall include a like statement on all invoices sent by Debtor to account debtors and other parties obligated to Debtor, including without limitation, purchasers of Pledged Mortgage Loans; and

Collection of Proceeds. 3.1 Upon (a) Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and (b) Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. (c) All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees, unless caused by the purpose willful misconduct or gross negligence of calculating interestthe Bank.

Collection of Proceeds. 3.1 Upon Borrower agrees to collect and enforce payment of all Collateral until Agent shall direct Borrower to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Borrower by BankAgent and at all times after that, Debtor Borrower agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Borrower now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Borrower agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Borrower in the Collateral, in the form received by Debtor Borrower without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in DebtorBorrower's possession or later coming into DebtorBorrower's possession through enforcement of DebtorBorrower's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Borrower irrevocably authorizes Bank Agent or any Bank Agent employee or agent to endorse the name of Debtor Borrower upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent. Debtor Borrower agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Agent or Lenders to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Borrower agrees that immediately upon Agent's request (if an Event of Default has occurred and then exists), the purpose Indebtedness shall be on a "remittance basis" in accordance with the following. In connection therewith, Borrower shall at its sole expense establish and maintain (and Agent, at Agent's option, may establish and maintain at Borrower's expense): (a) A United States Post Office lock box (the "Lock Box"), to which Agent shall have exclusive access and control. Borrower expressly authorizes Agent, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Agent which shall be titled as designated by Agent (the "Cash Collateral Account") to which Agent shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral Account, and Borrower, at Agent's request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Agent to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Borrower to Agent on account of partial or full payment of, or with respect to, any Collateral shall, at Agent's option, (a) be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against such order or at such time of application as Agent may determine in its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Debtor Cash Collateral Account. Borrower agrees that Bank mayneither Agent nor Lenders shall be liable for any loss or damage which Borrower may suffer as a result of Agent's processing of items or its or any Lender's exercise of any other rights or remedies under this Agreement, at Bankincluding without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Agent and each Lender harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's optionfees, make such credits except to the extent (but only when payments are actually collected to the extent) caused by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon BankAgent's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestgross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by Bank, Debtor agrees to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral Accounts Receivable until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interestsAccounts Receivable. 3.2 During the continuation of an Event of Default, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of any CollateralAccount Receivable or for any Inventory, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank on Accounts Receivable against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest. 3.5 If there is an uncured Default or Event of Default (as those terms are defined in this Agreement), then Bank shall have the right to notify Debtor at any time that the Indebtedness shall henceforth be on a Remittance Basis: (a) Unless Bank otherwise agrees in writing, Debtor shall at its sole expense establish and maintain, during the entire term of this Agreement (or until Bank acting in its sole discretion shall notify Debtor that the Indebtedness is no longer required to be on a Remittance Basis) a United States post office lock box (the "Lock Box"), to which Bank shall have exclusive access, and to which Debtor shall have no access. Debtor expressly authorizes Bank, from time to time, to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to it that all payments made on any account, invoice or other collateral (other than payments by electronic funds) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices. Payments made by electronic funds transfer shall be made directly to the Cash Collateral Account (defined below), and Debtor shall so instruct its account debtors and other parties obligated to it. Debtor shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Bank's exclusive access thereto. (b) Whether or not Debtor is required by Bank to maintain a Lock Box under this paragraph, any and all cash, checks, drafts and other instruments for the payment of money received by Debtor at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted and delivered to Bank (properly endorsed, where required, so that such items may be collected by Bank). Any such items received by Debtor shall not be commingled with any other of Debtor's funds or property, but will be held separate and apart from Debtor's own funds or property, and upon express trust for the benefit of Bank until delivery is made to Bank. (c) All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Bank's option, (i) be applied to the payment of the Indebtedness, whether then due or not, in such order of application as Bank may determine in its sole discretion, or, (ii) shall be deposited to the credit of a non-interest bearing deposit account in the name of Comerica Bank for the benefit of Debtor (the "Cash Collateral Account") to be established by Debtor with Bank pursuant to this paragraph, as security for payment of the Indebtedness. Debtor shall have no right whatsoever to withdraw any funds so deposited. Debtor further grants to Bank a first security interest in and lien on all funds on deposit in such account. To the extent collected funds remain at any time on deposit in the Cash Collateral Account after payment and discharge in full of the Indebtedness (provided there is then no Default hereunder), Bank shall release such surplus collected funds to Debtor. Debtor hereby irrevocably authorizes and directs Bank to endorse all items received for deposit to the Cash Collateral Account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., "paid in full", "balance of account", or other restriction. (d) Debtor agrees that Bank shall not be liable for any loss or damage which Debtor suffers or may suffer as a result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies hereunder. Debtor further agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorney fees.

Collection of Proceeds. 3.1 Upon Borrower agrees to collect and enforce payment of all Collateral until Bank shall direct Borrower to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Borrower by BankBank and at all times after that, Debtor Borrower agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Borrower now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Borrower agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Borrower in the Collateral, in the form received by Debtor Borrower without commingling with any other funds, and (b) immediately deliver to Bank all property in DebtorBorrower's possession or later coming into DebtorBorrower's possession through enforcement of DebtorBorrower's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Borrower irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor Borrower upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, : beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor Borrower agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose 3.2 Borrower agrees that immediately upon Bank's request (whether or not any Event of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against Default exists) the Indebtedness to allow time for collection shall be on a "remittance basis" as follows: Borrower shall at its sole expense establish and Debtor agrees that Bank maymaintain (and Bank, at Bank's optionoption may establish and maintain at Borrower's expense): (a) an United States Post Office lock box (the "Lock Box"), make such credits only when payments are actually collected by to which Bank in immediately available fundsshall have exclusive access and control. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Borrower expressly authorizes Bank, Debtor understands from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.all payments made to Borrower

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all BSST Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice to Debtor by Bank after the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by BankDefault (as defined in Section 4.1 hereof) and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all BSST Collateral and to hold in trust for Bank all payments received in connection with the BSST Collateral and from the sale, lease or other disposition of any BSST Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all BSST Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on BSST Collateral or from the sale, lease or other disposition of any BSST Collateral or arising from any other rights or interests of Debtor in the BSST Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, BSST Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any BSST Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of BSST Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of BSST Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the BSST Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany BSST Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a “remittance basis” as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) an United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash BSST Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any BSST Collateral shall, at Bank’s sole option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection Cash Collateral Account; provided, however, unless an Event of Default has occurred and is continuing, such items and amounts shall be applied as specified in clause (a) above. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionand all related expenses or liabilities, use a method different from that used for the purpose of calculating interestincluding, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) A United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall executive all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (a) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Reference is made to Section 4.8 of the Credit Agreement for certain provisions relating to mandatory payments required to be made on the Indebtedness upon any sale of any Collateral by Debtor. At the request of Agent so long as an Event of Default exists, all proceeds of any such sale of any Collateral must be deposited into a deposit account at Agent over which Agent has exclusive control, exclusive rights of withdrawal, and a first priority security interest (and any violation of this provision will be an Event of Default hereunder). The application and release of proceeds of sale of Collateral as a result of a sale will be as set forth in Section 4.8 of the Credit Agreement. Immediately upon the occurrence and during the continuance of an Event of Default, immediately upon Default and notice to Debtor by BankAgent and at all times after that, so long as an Event of Default exists, Debtor agrees to fully and promptly cooperate and assist Agent in the collection and enforcement of all Collateral and to hold in trust for Bank Agent and the Lenders all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, so long as an Event of Default exists, Debtor agrees to (a) endorse to Bank Agent and immediately deliver to Bank Agent all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank Agent all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of Collateral. So long as an Event of DefaultDefault then exists, Debtor irrevocably authorizes Bank Agent or any Bank Agent employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Agent and the Lenders shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankAgent or any Lender. Debtor agrees to take all reasonable steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Agent to any sale, lease or other disposition of Bankany Collateral beyond the sales permitted under the Credit Agreement. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments Payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments Payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items item which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection this Section 3.2 shall be applicable and Debtor agrees that immediately upon Bank mayrequest (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box") to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-Interest bearing deposit account with Bank which shall be titled at designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral, this Section 3.3 shall be applicable, and all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full Payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (i) be applied to the Payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without imitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien Lien or security interest which Debtor now or Later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection this Section 3.2 shall be applicable and Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral, this Section 3.3 shall be applicable, and all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use a method different (i) be applied to the payment of the indebtedness, whether than due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. processing or item or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty guarantee and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from Immediately upon and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank and/or its employees or any Bank employee or agent agents to endorse the name of Debtor upon any Collateral, checks, cheques or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Money. Bank shall not have no any duty as to the collection or protection of Collateral or the proceeds Proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankBank and the accounting of the proceeds of the Collateral to Debtor. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed to be a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (which request may be made at Bank’s sole discretion), the purpose Indebtedness shall be on a “remittance basis” as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) a lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor suffers or may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies hereunder. Debtor further agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, litigation costs and fees of counsel, except such claims, demands, actions, expenses or liabilities resulting solely from Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees, unless caused by the purpose willful misconduct or gross negligence of calculating interestthe Bank.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3.1 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bankthe Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral under this Agreement, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists), Debtor shall at its sole expense establish and maintain: (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access, Debtor expressly authorizes Bank, from time to time to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank in the name of Bank for the benefit of Debtor (the "Cash Collateral Account") as security for payment of the indebtedness to which Bank shall have exclusive access. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted, for the credit of Debtor, to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations necessary to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items of amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) shall be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss or revenues or profits, or any claim,, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, including without limitation attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (a) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of or suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this 3 Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection this Section 3.2 shall be applicable and Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense); (a) a United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral, this Section 3.3 shall be applicable, and all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (i) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Guarantor/Pledgor agrees to collect and enforce payment of all Collateral until Lender shall direct Guarantor/Pledgor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Guarantor/Pledgor by BankLender and at all times after that, Debtor Guarantor/Pledgor agrees to fully and promptly cooperate and assist Lender in the collection and enforcement of all Collateral and to hold in trust for Bank Lender all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Guarantor/Pledgor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Guarantor/Pledgor agrees to (a) endorse to Bank Lender and immediately deliver to Bank Lender all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Guarantor/Pledgor in the Collateral, in the form received by Debtor Guarantor/Pledgor without commingling with any other funds, and (b) immediately deliver to Bank Lender all property in DebtorGuarantor/Pledgor's possession or later coming into DebtorGuarantor/Pledgor's possession through enforcement of DebtorGuarantor/Pledgor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Guarantor/Pledgor irrevocably authorizes Bank Lender or any Bank Lender employee or agent to endorse the name of Debtor Guarantor/Pledgor upon any Collateral, checks, checks or other items which that are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank . Lender shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of BankLender. Debtor Guarantor/Pledgor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Lender to any sale, lease, or other disposition of Bankany Collateral. 3.4 For 3.2 If Accounts Receivable are pledged as Collateral under this Agreement, Guarantor/Pledgor agrees that immediately upon Lender's request (whether or not any Event of Default exists) the purpose Indebtedness shall be on a "remittance basis" as follows: Guarantor/Pledgor shall at its sole expense establish and maintain (and Lender, at Lender's option, may establish and maintain at Guarantor/Pledgor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Lender shall have exclusive access and control. Guarantor/Pledgor expressly authorizes Lender, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Guarantor/Pledgor agrees to notify all account Guarantor/Pledgor and other parties obligated to Guarantor/Pledgor that all payments made to Guarantor/Pledgor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Guarantor/Pledgor, to the Lock Box, and Guarantor/Pledgor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Lender which shall be titled as designated by Lender (the "Cash Collateral Account") as security for payment of the Indebtedness to which Lender shall have exclusive access and control. Guarantor/Pledgor agrees to notify all account Guarantor/Pledgor and other parties obligated to Guarantor/Pledgor that all payments made to Guarantor/Pledgor by electronic funds transfer shall be remitted, to the Cash Collateral Account, and Guarantor/Pledgor, at Lender's request, shall include a like statement on all invoices. Guarantor/Pledgor shall execute all documents and authorizations as required by Lender to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral under this Agreement, all items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of Guarantor/Pledgor to Lender on account of partial or full payment of, or with respect to, any Collateral shall, at Lender's option (i) be applied to the payment of the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay whether then due or not, in crediting payments received by Bank against such order or at such time of application as Lender may determine in its sole discretion, or (ii) be deposited to the Indebtedness to allow time for collection and Debtor Cash Collateral Account. Guarantor/Pledgor agrees that Bank mayLender shall not be liable for any loss or damage which Guarantor/Pledgor may suffer as a result of Lender's processing of items or its exercise of any other rights or remedies under this Agreement, at Bank's optionincluding without limitation indirect, make special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Guarantor/Pledgor agrees to indemnify and hold Lender harmless from and against all such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bankthird party claims, Debtor understands that Bank maydemands, at Bank's optionor actions, use a method different from that used for the purpose of calculating interestand all related expenses or liabilities, including, without limitation, attorneys' fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Borrower Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice to Debtor by Bank after the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by BankDefault (as defined in Section 4.1 hereof) and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Borrower Collateral and to hold in trust for Bank all payments received in connection with the Borrower Collateral and from the sale, lease or other disposition of any Borrower Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Borrower Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Borrower Collateral or from the sale, lease or other disposition of any Borrower Collateral or arising from any other rights or interests of Debtor in the Borrower Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's Debtors possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Borrower Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Borrower Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Borrower Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Borrower Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties With respect to the Borrower Collateral. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Borrower Collateral. 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the Indebtedness shall be on a “remittance basis” as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) an United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Borrower Collateral shall, at Bank’s option, (a) be applied to Debtor's Property in Possession the payment of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection Cash Collateral Account; provided, however, unless an Event of Default has occurred and is continuing, such items and amounts shall be applied as specified in clause (a) above. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionand all related expenses or liabilities, use a method different from that used for the purpose of calculating interestincluding, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (b) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement unless caused by, or resulting from, Bank's gross negligence or willful misconduct. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys' fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease sale or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit any sale or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items liens to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bankthe Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral under this Agreement, Debtor understands agrees that immediately upon Bank's request (whether or not any Event of Default exists), Debtor shall at its sole expense establish and maintain: (a) an United States Post Office lock box (the "Lock Box"), to which Bank imposes shall have exclusive access. Debtor expressly authorizes Bank, from time to time to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a minimum one business day delay like statement on all invoices; and (b) a non-interest bearing deposit account with Bank in crediting payments received by the name of Bank against for the benefit or Debtor (the "Cash Collateral Account") as security for payment of the Indebtedness to allow time for collection and which Bank shall have exclusive access. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted, for the credit of Debtor, to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations necessary to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of Debtor to Bank mayon account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) shall be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, including without limitation attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now nor or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably immediately authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection this Section 3.2 shall be applicable and Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post Office Lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 If Accounts Receivable are pledged as Collateral, this Section 3.3 shall be applicable, and all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (i) the applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all 3 such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by Bank, Debtor agrees to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from contrary. Immediately upon notice to Debtor by Bank and at all times after this directionthat, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral and to hold in trust for Bank as payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During and interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these those items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use _____ of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession the Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish arid maintain at Debtor's expense): (a) A United States Post Office lock box (the "Look Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtor and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (a) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that Bank mayimmediately upon Bank's request (whether or not any Event of Default exists) the indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Debtor's expense): (a) an United States Post office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments are actually collected made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (a) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's ’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Debtor agrees that immediately upon Bank’s request (whether or not any Event of Default exists) the purpose indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of calculating Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by Bank, Bank and at all times after that Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect Upon the occurrence and enforce payment continuance of all Collateral until Bank shall direct Debtor to the contrary andany Event of Default, from and immediately upon and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Collateral. While such Event of DefaultDefault is continuing, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3.1 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Borrower agrees to collect and enforce payment of all Collateral until Bank shall direct Borrower to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor Borrower by BankBank and at all times after that, Debtor Borrower agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Borrower now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor Borrower agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Borrower in the Collateral, in the form received by Debtor Borrower without commingling with any other funds, and (b) immediately deliver to Bank all property in DebtorBorrower's possession or later coming into DebtorBorrower's possession through enforcement of DebtorBorrower's rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Borrower irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor Borrower upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor Borrower agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose 3.2 Borrower agrees that immediately upon Bank's request (if an Event of calculating interest on the IndebtednessDefault has occurred and then exists), Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection shall be on a "remittance basis" in accordance with the following. In connection therewith, Borrower shall at its sole expense establish and Debtor agrees that Bank maymaintain (and Bank, at Bank's option, make such credits only when may establish and maintain at Borrower's expense): (a) A United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments are actually collected made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank in immediately available funds(the "Cash Collateral Account") to which Bank shall have exclusive access and control. Any credit of payment Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral Account, and Borrower, at Bank's request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank prior to receipt establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under partial or full payment of, or with respect to, any borrowing arrangements with Bank, Debtor understands that Bank mayCollateral shall, at Bank's option, use (a) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a method different result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from that used for and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees, except to the purpose of calculating interestextent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank upon the occurrence of an Event of Default and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice to Debtor by Bank after the occurrence and during the continuance of an Event of Default, immediately upon notice to Debtor by Bank, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty guarantee and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from Immediately upon and after this directionsuch notice, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in during the collection and enforcement continuance of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after thatEvent of Default, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's ’s possession or later coming into Debtor's Xxxxxx’s possession through enforcement of Debtor's ’s rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank and/or its employees or any Bank employee or agent agents to endorse the name of Debtor upon any Collateral, checks, cheques or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Money. Bank shall not have no any duty as to the collection or protection of Collateral or the proceeds Proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor Xxxxxx agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed to be a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Xxxxxx agrees that immediately upon Bank’s request after the purpose occurrence and during the continuance of calculating an Event of Default, the Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtor’s expense): (a) a lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Xxxxxx agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (a) be applied to the payment of the Indebtedness, Debtor understands that whether then due or not, in such order or at such time of application as Bank imposes a minimum one business day delay may determine in crediting payments received by Bank against its sole but reasonable discretion, or, (b) be deposited to the Indebtedness to allow time for collection and Cash Collateral Account. Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor suffers or may request suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies hereunder. Xxxxxx further agrees to borrow indemnify and hold Bank harmless from Bank under any borrowing arrangements with Bankand against all such third party claims, Debtor understands that Bank maydemands or actions, at Bank's optionand all related expenses or liabilities, use a method different from that used for the purpose including, without limitation, litigation costs and fees of calculating interestcounsel.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bankthe Collateral. 3.4 For the purpose of calculating interest on the Indebtedness3.2 If Accounts Receivable are pledged as Collateral under this Agreement, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists), Debtor shall at its sole expense establish and maintain: (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access. Debtor expressly authorizes Bank, from time to time to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted for the credit of Debtor, to the Cash Collateral Accounts, and Debtor, at Bank's Request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations necessary to establish and maintain the Lock Bock xxx the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (1) be applied to the payment of the indebtedness, whether then due or not, in such credits only when payments are actually collected by order of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) shall be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, including without limitation attorney fees.

Collection of Proceeds. 3.1 Upon the occurrence and during the continuance of an Event of Default, immediately Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to such effect to Debtor by Bank and at all times after that, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During the continuation of an Event of Default, Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, or other items which are received in payment of any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank, after the occurrence and during the continuance of an Event of Default, immediately shall direct Debtor to the contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor or as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (if and for so long as an Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (a) be applied to the payment of the Indebtedness, whether then due or not, in such credits order or at such time of application as Bank may determine in its sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor agrees that Bank shall not be liable for any loss or damage which Debtor may suffer as a result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities (as used in this Section, collectively, the "Indemnified Matters"), including, without limitation, attorneys' fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the extent (but only when payments are actually collected to the extent) caused by Bank in immediately available fundsBank's gross negligence or willful misconduct. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Upon Bank's receipt of those funds. For written notice of any such Indemnified Matters, Bank will provide to Debtor notice, in writing accompanied by reasonable detail, of such Indemnified Matter, but any failure by Bank to provide such notice to Debtor shall not impair or otherwise affect the purpose rights of calculating the principal amount which Debtor may request Bank to borrow from Bank be indemnified and held harmless under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestthis Section.

Collection of Proceeds. 3.1 Upon Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes a minimum one business day delay in crediting payments received by Bank against the Indebtedness to allow time for collection and 3.2 Debtor agrees that immediately upon Bank's request (whether or not any Event of Default exists) the Indebtedness shall be on a "remittance basis" as follows: Debtor shall at its sole expense establish and maintain (and Bank, at Bank's option may establish and maintain at Debtor's expense): (a) an United States Post Office lock box (the "Lock Box"), to which Bank mayshall have exclusive access and control. Debtor expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Bank's request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, make (i) be applied to the payment of the Indebtedness, whether then due or not, in such credits only when payments are actually collected by order or at such time of application as Bank may determine in immediately available fundsits sole discretion, or, (ii) be deposited to the Cash Collateral Account. Any credit of payment by Debtor agrees that Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount shall not be liable for any loss or damage which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at suffer as a result of Bank's optionprocessing of items or its exercise of any other rights or remedies under this Agreement, use a method different including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Bank harmless from that used for the purpose of calculating interestand against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney fees.

Collection of Proceeds. 3.1 Upon Debtxx xxxees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the occurrence and during the continuance of an Event of Default, immediately contrary. Immediately upon notice to Debtor by BankBank and at all times after that, Debtor agrees Debtxx xxxees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees Debtxx xxxees to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests. 3.2 During interests in the continuation of an Event of Default, Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees Debtxx xxxees to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession of Bank. 3.4 For the purpose of calculating interest on the Indebtedness, Debtor understands that Bank imposes this Section 3 shall be deemed a minimum one business day delay in crediting payments received consent by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank mayany sale, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit lease or other disposition of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interestCollateral.

Collection of Proceeds. 3.1 Upon Each of the Debtors agree to collect and enforce payment of all Collateral until Bank shall direct Debtors to the contrary. Immediately upon notice to Debtors by Bank following the occurrence and during the continuance of an Event of Default, immediately upon notice and at all times after that, Debtors agrees to Debtor by Bank, Debtor agrees fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with the Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a mortgage, lien or security interest which Debtor Debtors now or later has or may later acquire regarding the Collateral. Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary and, from and after this direction, Debtor agrees to fully and promptly cooperate and assist Bank (or any other person as Bank shall designate) in the collection and enforcement of all Collateral. Immediately upon notice to and after such effect to Debtor by Bank and at all times after thatnotice, Debtor agrees Debtors agree to (a) endorse to Bank and immediately deliver to Bank all payments received by Debtor on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor Debtors in the Collateral, in the form received by Debtor Debtors without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's Debtors’ possession or later coming into Debtor's Debtors’ possession through enforcement of Debtor's Debtors’ rights or interests. 3.2 During interests in the continuation of an Event of Default, Debtor Collateral. Debtors irrevocably authorizes authorize Bank or any Bank employee or agent to (during the continuance of an Event of Default) endorse the name of Debtor Debtors, or any of them, upon any Collateral, checks, checks or other items which are received in payment of for any Collateral, and to do any and all things necessary in order to reduce these items to money. 3.3 . Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees Debtors agree to take all steps necessary to preserve rights against prior parties with respect to Debtor's Property the Collateral. Nothing in Possession this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of Bankany Collateral. 3.4 For 3.2 Each of the purpose Debtors agree that immediately upon Bank’s request following the occurrence of calculating an Event of Default, the Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtors shall at their sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtors’ expense): (a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtors expressly authorize Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtors agree to notify all account debtors and other parties obligated to Debtors, or any of them, that all payments made to Debtors, or any of them, (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtors, to the Lock Box, and Debtors shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtors agree to notify all account debtors and other parties obligated to Debtors, or any of them, that all payments made to Debtors, or any of them, by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtors, at Bank’s request, shall include a like statement on all invoices. Debtors shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtors to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (i) be applied to the payment of the Indebtedness, Debtor understands whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtors agree that Bank imposes shall not be liable for any loss or damage which Debtors may suffer as a minimum one business day delay result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in crediting payments received connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtors agree to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank against the Indebtedness to allow time for collection and Debtor agrees that Bank may, at Bank's option, make such credits only when payments are actually collected by Bank in immediately available funds. Any credit of payment by Bank prior to receipt by Bank of immediately available funds is conditional upon Bank's receipt of those funds. For the purpose of calculating the principal amount which Debtor may request to borrow from Bank under any borrowing arrangements with Bank, Debtor understands that Bank may, at Bank's option, use a method different from that used for the purpose of calculating interest’s gross negligence or willful misconduct.