Common use of Covenants for Accounts Clause in Contracts

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of ---------------------- Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may reasonably request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The During the continuance of an Event of Default, the Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence and during the continuance of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon After an occurrence and during the continuance of an Event of Default, upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Each Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Each Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the a Grantor to support a shipment of inventory by the a Grantor. (b) The Each Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account in excess of $500,000 arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the each Grantor will report to the Bank all credits in excess of $500,000 given to account debtors on all accounts. (c) The Each Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereofthereof that, in the aggregate with other amounts payable to such Grantor under such contract, exceeds $500,000, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act; provided that the Bank shall not exercise its remedies under such assignments except pursuant to Section 10. (d) At any time after the occurrence of an Event of Default, and without notice to the any Grantor, the Bank may direct any persons who are indebted to the a Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the any Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the each Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the each Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest of the Bank and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon request of the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including without limitation, any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may requestThe Grantor will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may notify any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles of the assignment thereof to the Bank and may direct such account debtors to make payment directly to the Bank of the amounts due. At the request of the Bank, the Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueBank. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the written request of the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other agreements related agreements thereto as the Bank may require, and the Grantor whereupon all collections of accounts shall notify its be paid directly from account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in into the Lockbox from which funds shall be transferred to the Cash Collateral Account, and from which funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of ---------------------- Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may reasonably request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The During the continuance of an Event of Default, the Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence and during the continuance of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon After an occurrence and during the continuance of an Event of Default, upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Security Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Upon request of the Bank, Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor AHDC will, on the Bank’s demanddemand of FRANKEL, make notations on its books itx xxxxx and records showing the Bank’s security interest of FRANKEL and make available to the Bank shipping FRXXXXX xhipping and delivery receipts rxxxxxxx evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor AHDC shall promptly notify the Bank FRANKEL if an account becomes evidenced xxxxxxxed or secured by an instrument or chattel paper and upon the Bank’s requestrequest of FRANKEL, will promptly deliver any such xxx xxch instrument or chattel paper to the BankFRANKEL, including without limixxxxxx, any letter of credit delivered to the Grantor AHDC to support a shipment of inventory by the GrantorAHDC. (b) The Grantor AHDC will promptly advise the Bank FRANKEL whenever an account debtor refuses debxxx xxxuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank FRANKEL may give regarding the sale or sxxx xx other disposition of such returns. From time to time with such frequency as the Bank may requestAHDC will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor AHDC will immediately notify the Bank FRANKEL if any account arises out of xxx xx contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank FRANKEL so that all monies due and to become axx xx xecome due under such contract shall be assigned to the Bank FRANKEL and notice of the assignment given to thereof gixxx xx and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon thirty (30) days prior written notice to AHDC, FRANKEL may notify any personx xxx are indebted to AHDC on any Collateral consisting of accounts or general intangibles of the Grantor, the Bank assignment thereof to FRANKEL and may direct such accoxxx xxxtors to make payment directly to FRANKEL of the amounts due. At txx xxxxest of FRANKEL, AHDC will direct any persons pxxxxxx who are indebted to the Grantor AHDC on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueFRANKEL. The Bank FRANKEL is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts xx xxxx rexxxxxx to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsFRANKEL.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor NUTRITIONARY will, on the Bank’s demanddemand of SIMON, make notations on its books and records showing the Bank’s security interest of SIMON and make available to the Bank SIMON shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor NUTRITIONARY shall promptly notify the Bank SIMON if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s requestrequest of SIMON, will promptly deliver any such instrument or chattel paper to the BankSIMON, including without limitation, any letter of credit delivered to the Grantor NUTRITIONARY to support a shipment of inventory by the GrantorNUTRITIONARY. (b) The Grantor NUTRITIONARY will promptly advise the Bank SIMON whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank SIMON may give regarding the sale or other salx xx xxxxr disposition of such returns. From time to time with such frequency as the Bank may requestNUTRITIONARY will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor NUTRITIONARY will immediately notify the Bank SIMON if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank SIMON so that all monies due and to become due under such contract shall be assigned to the Bank SIMON and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon thirty (30) days prior written notice to NUTRITIONARY, SIMON may notify any persons who xxx xxxxbted to NUTRITIONARY on any Collateral consisting of accounts or general intangibles of the Grantorassignment thereof to SIMON and may direct such account debtors to make payment directly to SIMON of the amounts due. At the request of SIMON, the Bank may NUTRITIONARY will direct any persons who are indebted to the Grantor NUTRITIONARY on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueSIMON. The Bank SIMON is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsSIMON.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, promptly on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and and, in connection with an audit or inspection conducted pursuant to Section 5(a) hereof, make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may reasonably request, the Grantor will report to the Bank all credits given to account debtors on all accounts, except for those early payment discounts in the ordinary course of business. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act[Intentionally Reserved]. (d) At any time after the occurrence and during the continuance of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The At any time after the occurrence and during the continuance of an Event of Default, the Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written requestrequest after and during the continuance of an Event of Default, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsLiabilities.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods in a material amount from the sale of which an account arose and will comply with any reasonable instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all material credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence and during the continuance of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Upon the occurrence and during the continuance of an Event of Default, the Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written requestrequest after the occurrence and during the continuance of an Event of Default, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest of the Bank and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon request of the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including without limitation, any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may requestThe Grantor will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may notify any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles of the assignment thereof to the Bank and may direct such account debtors to make payment directly to the Bank of the amounts due. At the request of the Bank, the Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueBank. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the written request of the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other agreements related agreements thereto as the Bank may require, and the Grantor whereupon all collections of accounts shall notify its be paid directly from account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in into the Lockbox from which funds shall be transferred to the Cash Collateral Account, and from which funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor If all of Borrower’s obligations pursuant to the Senior Debt have been satisfied and any security interest in the Collateral granted under the PNC Documents and any other Senior Lender loan documents has been released, the Borrower will promptly advise the Bank Creditor whenever an account debtor refuses to retain or returns any goods with a sale price of $100,000 or more from the sale of which an account arose and will comply with any instructions that the Bank Creditor may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank Creditor may request, the Grantor Borrower will report to the Bank Creditor all credits given to account debtors on all accounts. (c) The Grantor If all of Borrower’s obligations pursuant to the Senior Debt have been satisfied or any security interest in the Collateral granted under the PNC Documents and any other Senior Lender loan documents has been released, the Borrower will immediately notify the Bank Creditor if any account in the amount of $25,000 or more arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank Creditor so that all monies due and to become due under such contract shall be assigned to the Bank Creditor and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice if all of Borrower’s obligations pursuant to the GrantorSenior Debt have been satisfied or any security interest in the Collateral granted under the PNC Documents and any other Senior Lender loan documents has been released, the Bank Creditor may direct any persons who are indebted to the Grantor Borrower on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank Creditor of the amounts due, without notice to Borrower. The Bank Creditor is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsCreditor.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Each Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Each Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the such Grantor to support a shipment of inventory by the such Grantor. (b) The Each Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the each Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Each Grantor will immediately notify the Bank if any account in an outstanding amount at any time in excess of $250,000 arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the GrantorGrantors, the Bank may direct any persons who are indebted to the a Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the such Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the each Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the each Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor NUTRITIONARY will, on the Bank’s demanddemand of FRANKEL, make notations on its books and xxxxx xnd records showing the Bank’s security interest of FRANKEL and make available to the Bank XXXXXXX shipping and delivery receipts rexxxxxx evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor NUTRITIONARY shall promptly notify the Bank FRANKEL if an account becomes evidenced exxxxxxxd or secured by an instrument or chattel paper and upon the Bank’s requestrequest of FRANKEL, will promptly deliver any delivex xxx such instrument or chattel paper to the BankFRANKEL, including without lixxxxxxxn, any letter of credit delivered to the Grantor NUTRITIONARY to support a shipment of inventory by the GrantorNUTRITIONARY. (b) The Grantor NUTRITIONARY will promptly advise the Bank FRANKEL whenever an account debtor refuses debxxx xxxuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank FRANKEL may give regarding the sale or sxxx xx other disposition of such returns. From time to time with such frequency as the Bank may requestNUTRITIONARY will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor NUTRITIONARY will immediately notify the Bank FRANKEL if any account arises out of contracts oux xx xxntracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank FRANKEL so that all monies due and to become axx xx xecome due under such contract shall be assigned to the Bank FRANKEL and notice of the assignment given to thereof gixxx xx and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon thirty (30) days prior written notice to NUTRITIONARY, FRANKEL may notify any persons wxx xxx indebted to NUTRITIONARY on any Collateral consisting of accounts or general intangibles of the Grantor, the Bank assignment thereof to FRANKEL and may direct any such accoxxx xxxtors to make payment directly to FRANKEL of the amounts due. At xxx xxquest of FRANKEL, NUTRITIONARY will dirxxx xxx persons who are indebted to the Grantor NUTRITIONARY on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueFRANKEL. The Bank FRANKEL is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts xx xxxx rexxxxxx to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsFRANKEL.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on reasonable demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest of the Bank and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon request of the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including without limitation, any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The To the extent inconsistent with any information provided with respect to the Borrowing Base (as defined in the Loan Agreement), the Grantor will promptly within 30 days advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if on a monthly basis of any account arises accounts which arise out of contracts with the United States or any department, agency or instrumentality thereofthereof which have been added to the Borrowing Base (as defined in the Loan Agreement), and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (aA) The Grantor will, on reasonable demand of the Bank’s demandLender, make notations on its books and records showing the Bank’s security interest of the Lender, and make available to the Bank Lender, shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank Lender if an account in excess of $10,000 becomes evidenced or secured by an instrument or chattel paper and upon request of the Bank’s requestLender, will promptly deliver any such instrument or chattel paper to the BankLender, including without limitation, any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (bB) The Grantor will promptly within 30 days advise the Bank Lender whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose in excess of $50,000 and will comply with any reasonable instructions that the Bank Lender may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (cC) The Grantor will immediately notify the Bank if Lender on a monthly basis of any account arises accounts which arise out of contracts with the United States or any department, agency or instrumentality thereof, and will will, upon the request of the Lender, execute any instruments and take any steps reasonably required by the Bank Lender so that all monies due and to become due under such contract shall be assigned to the Bank Lender and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims ActAct of 1940, as amended, or other applicable Law. (dD) At any time after Upon the occurrence and during the continuance of an Event of Default, and without upon prior notice to the GrantorGrantor (unless an Event of Default of the type described in Section 10(b) or (c) of the Note has occurred, in which case no such notice shall be required), the Bank Lender may notify any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles of the assignment thereof to the Lender and may direct such account debtors to make payment directly to the Lender of the amounts due. Upon the occurrence and during the continuance of an Event of Default, at the request of the Lender, the Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueLender. The Bank Lender is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsLender.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on reasonable demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest of the Bank and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon request of the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including without limitation, any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The To the extent inconsistent with any information provided with respect to the Borrowing Base (as defined in the Loan Agreement), the Grantor will promptly within 30 days advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any reasonable instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if on a monthly basis of any account arises accounts which arise out of contracts with the United States or any department, agency or instrumentality thereofthereof which have been added to the Borrowing Base (as defined in the Loan Agreement), and will will, upon the request of the Bank, execute any instruments and take any steps reasonably required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At Upon the occurrence, and during the continuance of an Event of Default for a period of at least sixty (60) consecutive days, the Bank may notify any time after persons who are indebted to the occurrence Grantor on any Collateral consisting of accounts or general intangibles of the assignment thereof to the Bank and may direct such account debtors to make payment directly to the Bank of the amounts due. Upon the occurrence, and during the continuance of an Event of Default, and without notice to at the Grantorrequest of the Bank, the Bank may Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueBank. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon If an Event of Default has occurred and remains uncured for more than sixty (60) consecutive days thereafter, upon the written request of the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”"LOCKBOX") with the Bank and a depository account(s) (“Cash Collateral Account”"CASH COLLATERAL ACCOUNT") with the Bank subject to the provisions of this subparagraph and such other agreements related agreements thereto as the Bank may require, and the Grantor whereupon all collections of accounts shall notify its be paid directly from account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in into the Lockbox from which funds shall be transferred to the Cash Collateral Account, and from which funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor AHDC will, on the Bank’s demanddemand of SIMON, make notations on its books and records showing the Bank’s security interest of SIMON and make available to the Bank SIMON shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor AHDC shall promptly notify the Bank SIMON if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s requestrequest of SIMON, will promptly deliver any such instrument or chattel paper to the BankSIMON, including without limitation, any letter of credit delivered to the Grantor AHDC to support a shipment of inventory by the GrantorAHDC. (b) The Grantor AHDC will promptly advise the Bank SIMON whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank SIMON may give regarding the sale or other sxxx xx xxher disposition of such returns. From time to time with such frequency as the Bank may requestAHDC will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor AHDC will immediately notify the Bank SIMON if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank SIMON so that all monies due and to become due under such contract shall be assigned to the Bank SIMON and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon thirty (30) days prior written notice to AHDC, SIMON may notify any persons who xxx xxxxbted to AHDC on any Collateral consisting of accounts or general intangibles of the Grantorassignment thereof to SIMON and may direct such account debtors to make payment directly to SIMON of the amounts due. At the request of SIMON, the Bank may AHDC will direct any persons who are indebted to the Grantor AHDC on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueSIMON. The Bank SIMON is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsSIMON.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, promptly on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and and, in connection with an audit or inspection conducted pursuant to Section 5(a) hereof, make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may reasonably request, the Grantor will report to the Bank all credits given to account debtors on all accounts, except for those early payment discounts in the ordinary course of business. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act[Intentionally Reserved]. (d) At any time after the occurrence and during the continuance of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The At any time after the occurrence and during the continuance of an Event of Default, the Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s 's name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s 's written requestrequest after and during the continuance of an Event of Default, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsLiabilities.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts, including such credits resulting from an account debtor’s refusal or return of goods. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The , in which case the Bank is shall be authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose in an aggregate amount more than $50,000.00 and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s 's name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon At any time after the occurrence of an Event of Default ,upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as upon the Bank may Bank's request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s 's name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”"LOCKBOX") with the Bank and a depository account(s) (“Cash Collateral Account”"CASH COLLATERAL ACCOUNT") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor INFOTOPIA will, on the Bank’s demanddemand of VITAQUEST, make notations on its books and records showing the Bank’s security interest of VITAQUEST and make available to the Bank VITAQUEST shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor INFOTOPIA shall promptly notify the Bank VITAQUEST if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s requestrequest of VITAQUEST, will promptly deliver any such instrument or chattel paper to the BankVITAQUEST, including without limitation, any letter of credit delivered to the Grantor INFOTOPIA to support a shipment of inventory by the GrantorINFOTOPIA. (b) The Grantor INFOTOPIA will promptly advise the Bank VITAQUEST whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank VITAQUEST may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may requestINFOTOPIA will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor INFOTOPIA will immediately notify the Bank VITAQUEST if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank VITAQUEST so that all monies due and to become due under such contract shall be assigned to the Bank VITAQUEST and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon 30 days prior written notice to INFOTOPIA, VITAQUEST may notify any persons who are indebted to INFOTOPIA on any Collateral consisting of accounts or general intangibles of the Grantorassignment thereof to VITAQUEST and may direct such account debtors to make payment directly to VITAQUEST of the amounts due. At the request of VITAQUEST, the Bank may INFOTOPIA will direct any persons who are indebted to the Grantor INFOTOPIA on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueVITAQUEST. The Bank VITAQUEST is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsVITAQUEST.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon In such event and upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor TRENDIRECT will, on the Bank’s demanddemand of VITAQUEST, make notations on its books and records showing the Bank’s security interest of VITAQUEST and make available to the Bank VITAQUEST shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor TRENDIRECT shall promptly notify the Bank VITAQUEST if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s requestrequest of VITAQUEST, will promptly deliver any such instrument or chattel paper to the BankVITAQUEST, including without limitation, any letter of credit delivered to the Grantor TRENDIRECT to support a shipment of inventory by the GrantorTRENDIRECT. (b) The Grantor TRENDIRECT will promptly advise the Bank VITAQUEST whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank VITAQUEST may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may requestTRENDIRECT will, the Grantor will on at least a weekly basis, report to the Bank all credits given to account debtors on all accounts. (c) The Grantor TRENDIRECT will immediately notify the Bank VITAQUEST if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank VITAQUEST so that all monies due and to become due under such contract shall be assigned to the Bank VITAQUEST and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without upon thirty (30) days prior written notice to TRENDIRECT, VITAQUEST may notify any persons who are indebted to TRENDIRECT on any Collateral consisting of accounts or general intangibles of the Grantorassignment thereof to VITAQUEST and may direct such account debtors to make payment directly to VITAQUEST of the amounts due. At the request of VITAQUEST, the Bank may TRENDIRECT will direct any persons who are indebted to the Grantor TRENDIRECT on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueVITAQUEST. The Bank VITAQUEST is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding ObligationsVITAQUEST.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on reasonable demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise Upon the Bank whenever occurrence, and during the continuance of an account debtor refuses to retain or returns any goods from the sale Event of which an account arose and will comply with any instructions that Default (as defined in Section 9 hereof) for a period of at least sixty (60) days, the Bank may notify any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles of the assignment thereof to the Bank and may direct such account debtors to make payment directly to the Bank of the amounts due. Upon the occurrence, and during the continuance of an Event of Default, at the request of the Bank, the Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank. The Bank is authorized to give regarding receipts to such account debtors for any such payments and the sale or account debtors will be protected in making such payments to the Bank. If an Event of Default has occurred and remains uncured for more than sixty (60) days thereafter, upon the written request of the Bank, the Grantor will establish with the Bank and maintain a lockbox account ("LOCKBOX") with the Bank and a depository account(s) ("CASH COLLATERAL ACCOUNT") with the Bank subject to the provisions of this subparagraph and such other disposition of such returns. From time to time with such frequency agreements related thereto as the Bank may requestrequire, whereupon all collections of accounts shall be paid directly from account debtors into the Grantor will report Lockbox from which funds shall be transferred to the Bank all credits given Cash Collateral Account, and from which funds shall be applied by the Bank, daily, to account debtors on all accountsreduce the outstanding Obligations. (c) The Grantor will immediately notify the Bank if on a monthly basis of any account arises accounts which arise out of contracts with the United States or any department, agency or instrumentality thereofthereof which have been added to the Borrowing Base (as defined in the Loan Agreement), and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment thereof given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s 's demand, make notations on its books and records showing the Bank’s 's security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s 's request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose in an aggregate amount more than $50,000.00 and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s 's name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon At any time after the occurrence of an Event of Default, upon the Bank’s 's written request, the Grantor will establish with the Bank and maintain a lockbox account (“"Lockbox”") with the Bank and a depository account(s) (“"Cash Collateral Account”") with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on reasonable demand of the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise Upon the Bank whenever occurrence, and during the continuance of an account debtor refuses to retain or returns any goods from the sale Event of which an account arose and will comply with any instructions that Default (as defined in Section 9 hereof) for a period of at least sixty (60) days, the Bank may give regarding the sale or other disposition of such returns. From time notify any persons who are indebted to time with such frequency as the Bank may request, the Grantor will report to on any Collateral consisting of accounts or general intangibles of the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned assignment thereof to the Bank and notice may direct such account debtors to make payment directly to the Bank of the assignment given to amounts due. Upon the occurrence, and acknowledged by during the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence continuance of an Event of Default, and without notice to at the Grantorrequest of the Bank, the Bank may Grantor will direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts dueBank. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon If an Event of Default has occurred and remains uncured for more than sixty (60) days thereafter, upon the written request of the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”"LOCKBOX") with the Bank and a depository account(s) (“Cash Collateral Account”"CASH COLLATERAL ACCOUNT") with the Bank subject to the provisions of this subparagraph and such other agreements related agreements thereto as the Bank may require, and the Grantor whereupon all collections of accounts shall notify its be paid directly from account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in into the Lockbox from which funds shall be transferred to the Cash Collateral Account, and from which funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demand, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank whenever an account debtor refuses to retain or returns any goods from the sale of which an account a Qualified Account, (as defined in the Borrowing Base Rider attached to the Loan Agreement), arose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may request, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles intangibles, to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written request, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the Bank’s demanddemand upon and during the continuation of an Event of Default, make notations on its books and records showing the Bank’s security interest and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank if an account in excess of $1,000,000 becomes evidenced or secured by an instrument or chattel paper and upon the Bank’s request, will promptly deliver any such instrument or chattel paper to the Bank, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Upon and during the continuation of an Event of Default, the Grantor will upon request by the Bank promptly advise the Bank whenever an account debtor refuses to retain or returns any material goods from the sale of which an account arose and will comply with any reasonable instructions that the Bank may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank may requestrequest upon and during the continuation of an Event of Default, the Grantor will report to the Bank all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank if any account in excess of $1,000,000 arises out of contracts with the United States or any department, agency or instrumentality thereof, and and, upon Bank’s reasonable request, will execute any instruments and take any steps required by the Bank so that all monies due and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence and during the continuation of an Event of Default, and without notice to the Grantor, the Bank may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank of the amounts due. The Bank is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the Bank. Upon the Bank’s written requestrequest after and during the continuation of an Event of Default, the Grantor will establish with the Bank and maintain a lockbox account (“Lockbox”) with the Bank and a depository account(s) (“Cash Collateral Account”) with the Bank subject to the provisions of this subparagraph and such other related agreements as the Bank may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the Bank, daily, to reduce the outstanding Secured Obligations.

Covenants for Accounts. If accounts are included in the definition of Collateral: (a) The Grantor will, on the BankLender’s demand, make notations on its books and records showing the BankLender’s security interest and make available to the Bank Lender shipping and delivery receipts evidencing the shipment of the goods that gave rise to an account, completion certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and copies of any written contract or order from which an account arose. The Grantor shall promptly notify the Bank Lender if an account becomes evidenced or secured by an instrument or chattel paper and upon the BankLender’s request, will promptly deliver any such instrument or chattel paper to the BankLender, including any letter of credit delivered to the Grantor to support a shipment of inventory by the Grantor. (b) The Grantor will promptly advise the Bank Lender whenever an account debtor refuses to retain or returns any goods from the sale of which an account arose and will comply with any instructions that the Bank Lender may give regarding the sale or other disposition of such returns. From time to time with such frequency as the Bank Lender may request, the Grantor will report to the Bank Lender all credits given to account debtors on all accounts. (c) The Grantor will immediately notify the Bank Lender if any account arises out of contracts with the United States or any department, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank Lender so that all monies due and to become due under such contract shall be assigned to the Bank Lender and notice of the assignment given to and acknowledged by the appropriate government agency or authority under the Federal Assignment of Claims Act. (d) At any time after the occurrence of an Event of Default, and without notice to the Grantor, the Bank Lender may direct any persons who are indebted to the Grantor on any Collateral consisting of accounts or general intangibles to make payment directly to the Bank Lender of the amounts due. The Bank Lender is authorized to collect, compromise, endorse and sell any such Collateral in its own name or in the Grantor’s name and to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to the BankLender. Upon the BankLender’s written request, the Grantor will establish with the Bank Lender and maintain a lockbox account (“Lockbox”) with the Bank Lender and a depository account(s) (“Cash Collateral Account”) with the Bank Lender subject to the provisions of this subparagraph and such other related agreements as the Bank Lender may require, and the Grantor shall notify its account debtors to remit payments directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and funds in the Cash Collateral Account shall be applied by the BankLender, daily, to reduce the outstanding Obligations.