Common use of Obtain Deficiency Clause in Contracts

Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENT. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in default, Lender shall be entitled to perform and Grantor shall cooperate with examinations, inspections, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/or

Obtain Deficiency. If Lender ▇▇▇▇▇▇ chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor▇▇▇▇▇▇▇'s failure to perform, shall not affect Lender▇▇▇▇▇▇'s right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENT. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in default, Lender shall be entitled to perform and Grantor shall cooperate with examinations, inspections, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender ▇▇▇▇▇▇ to Grantor, Grantor shall permit access thereto by Lender ▇▇▇▇▇▇ and by Lender▇▇▇▇▇▇'s designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender▇▇▇▇▇▇'s designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/orand/or appraisals of the Collateral. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Obtain Deficiency. If Lender ▇▇▇▇▇▇ chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided 'in this Agreement. Borrower Grantor shall be liable for a deficiency even if If the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the tile provisions of the tile Uniform Commercial Code, as Code mg may be amended from time to time. In addition, . Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor▇▇▇▇▇▇▇'s failure to perform, shall not affect Lender▇▇▇▇▇▇'s right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENTFRAUDS DISCLOSURE. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in defaultUNDER OREGON LAW, Lender shall be entitled to perform and Grantor shall cooperate with examinationsMOST AGREEMENTS, inspectionsPROMISES AND COMMITMENTS MADE BY US (LENDER) AFTER OCTOBER 3, audits and appraisals as provided herein2989 CONVERNING LOANS AND OTHER CREDIT EXTENSION WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWERS RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE. Grantor shall maintain complete and accurate books and records with respect to CollateralMISCELLANEOUS PROVISIONS. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes The following miscellaneous provisions are a part of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/orthis Agreement:

Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENTCROSS DEFAULT CLAUSE. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in defaultIT IS UNDERSTOOD AND AGREED THAT IN THE EVENT A DEFAULT EXISTS UNDER THE LOANS HELD BY THE LENDER IN WHICH PET MED EXPRESS, Lender shall be entitled to perform and Grantor shall cooperate with examinationsINC. IS BORROWER THEREUNDER, inspectionsTHEN THE LENDER MAY, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender to GrantorAT ITS OPTION, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/orDECLARE THE ENTIRE INDEBTEDNESS EVIDENCED HEREBY IMMEDIATELY DUE AND PAYABLE.

Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions provision of the Uniform Commercial Code, as may my be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENTADDITIONAL CROSS COLLATERALIZATION. Upon such frequency as Lender may determine In addition to the Note, this Agreement secures all obligations, debts and whether or not liabilities, plus interest thereon, of Borrower or Grantor is in defaultto Lender, Lender shall be entitled to perform and Grantor shall cooperate with examinationsor any one or ore of them, inspections, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice well as all claims by Lender against Borrower or Grantor or any on or more of them, whether now existing or hereafter arising, whether related or unrelated to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits purpose of the books Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Borrower or Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and records whether recovery upon such amounts may be or hereafter may become barred by any statue of Grantor and/or any examinationslimitations, inspections and/orand whether the obligation to repay such amounts may be or hereafter may become otherwise enforceable. CROSS DEFAULT CLAUSE. IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT A DEFAULT EXISTS UNDER THE LOANS HELD BY THE LENDER IN WHICH PET MED EXPRESS, INC. IS BORROWER THEREUNDER, THEN THE LENDER MAY, AT ITS OPTION, DECLARE THE ENTIRE INDEBTEDNESS EVIDENCED HEREBY IMMEDIATELY DUE AND PAYABLE.

Obtain Deficiency. If Lender L▇▇▇▇▇ chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in 1n this Agreement. Borrower Granter shall be liable for a deficiency even if the transaction described in this In th1s subsection is a 1sa sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, . in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's L▇▇▇▇▇’s rights and remedies, whether evidenced by this Agreement, . the Related Documents, . or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender L▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor Granter under this Agreement, . after Grantor's G▇▇▇▇▇▇’s failure to perform, shall not affect Lender's L▇▇▇▇▇’s right to declare a default and exercise its remedies. COUNTERPART SIGNATURES. THIS DOCUMENT MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS ALL OF WHICH COMBINED SHALL BE CONSIDERED ONE AND THE SAME DOCUMENT. CROSS COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENTPROVISION. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in defaultALL COLLATERAL NOW OR HEREAFTER SUBJECT TO A SECURITY INTEREST OR LIE OF LENDER PURSUANI TO ANY OR ALL OF THE SECURITY AGREEMENTS BETWEEN BORROWER. AND LENDER SHALL SECURE ANY AND ALL OBLIGATIONS. AND ANY PROCEEDS OF ANY COLLATERAL MAY BE APPLIED TO ANY OF THE OBLIGATIONS AS LENDER MAY SEE FIT. SUBJECT TO APPLICABLE LAW. IN ADDITION TO AND NOT IN SUBSTITUTION FOR ANY PROVISION IN ANY OF THE SECURITY AGREEMENTS EVIDENCING OBLIGATIONS. IT IS AGREED THAT ANY DEFAULT OR BREACH BY BORROWER, Lender shall be entitled to perform and Grantor shall cooperate with examinationsIN PAYMENT OR DEFAULT UNDER ANY AGREEMENT EVIDENCING AN OBLIGATION SHALL. AT THE OPTION OF LENDER, inspections, audits and appraisals as provided hereinCONSTITUTE A DEFAULT UNDER EACH AND ALL LOAN DOCUMENTS EXECUTED BY THE BORROWER. Grantor shall maintain complete and accurate books and records with respect to CollateralIN FAVOR OF THE LENDER. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/orthis Agreement:

Obtain Deficiency. If Lender FBF chooses to sell any or all of the Collateral, Lender FBF may obtain a judgment against Borrower Seller for any deficiency remaining on the Indebtedness Obligations due to Lender FBF after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower Seller shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights Ownership of Collateral. Seller represents and Remedieswarrants that Seller is, and will until full satisfaction of all obligations to FBF be, the owner of all Collateral whenever acquired, free and clear of all liens, charges and encumbrances except those disclosed to and approved in writing by FBF. Lender shall have all Seller will appear in, contest and defend against any action or proceeding purporting to affect title to, or any other interest in, any portion of the Collateral, or the rights or powers of FBF, its successors or assigns, or the right or interest of FBF, legal or beneficial, in any portion of the Collateral. Seller waives any right it may have to require FBF to pursue any third party for obligations in respect of the Collateral. Filing of Financial Statements. Seller authorizes FBF, at Seller's expense, to file and remedies refile such financing statements, amendments, continuation statements, and other documents describing the Collateral in such offices as may be necessary or required in order to perfect or preserve FBF's security interest in the Collateral and hereby authorizes FBF to file financing statements and amendments thereto relative to all or any part of the Collateral where necessary or required to perfect or to continue the security interest granted herein without the signature of Seller where permitted by law, and Seller agrees to do such further acts and things and to execute and deliver to FBF any of the foregoing and such additional conveyances, assignments, agreements and instruments as FBF may reasonably require to carry into effect the purposes of this Agreement. Records of Collateral; Inspection. Seller will at all times keep accurate records with respect to the Collateral which are as complete and comprehensive as those customarily maintained by others engaged in businesses of the type in which Seller engages, and agrees that FBF or its representatives will have the right, at any time during normal working hours or any other reasonable time and from time to time, to call at its place or places of business or where the Collateral or any part thereof may be held or located or Seller's records pertaining to the Collateral may be kept and to inspect the Collateral and/or to examine or cause to be examined such records and to make abstracts therefrom or copies thereof. In addition, upon FBF's request, if FBF deems it necessary to perfect or preserve FBF's security interest in the Collateral, and at the cost and expense of Seller, Seller will ▇▇▇▇ or stamp on, or otherwise affix to, each item of Collateral and each of their individual ledger sheets, cards and other records pertaining thereto, a secured creditor legend or plaque in form and content reasonably satisfactory to FBF indicating that such Collateral is subject to a security interest in favor of FBF. Within 5 business days after FBF's request, Seller shall deliver to FBF schedules of accounts and general intangibles. Lawful Purpose; Negotiable Document of Title. Seller agrees: (i) not to use the Collateral for any unlawful purpose nor to use it in any way that would void any insurance required to be carried in connection herewith; and (ii) if any Collateral becomes the subject of any negotiable document of title, including any warehouse receipt or ▇▇▇▇ of lading, to deliver such document to FBF. Restrictions. Seller represents, warrants and covenants with FBF that Seller will not, without FBF's prior written consent: (i) grant a security interest in or permit a lien, claim or encumbrance upon any of the Collateral to any person, association, firm, corporation, entity or governmental agency or instrumentality, (collectively, "Person"); (ii) permit any levy, attachment or restraint to he made affecting any of Seller's assets; (iii) permit any judicial officer, receiver or assignee to be appointed or to take possession of any or all of Seller's assets; (iv) change its name, business structure, corporate identity or structure, add any new fictitious names, liquidate, merge or consolidate with or into any other business organization; (v) move or relocate any Collateral; (vi) acquire any other business organization; (vii) enter into any transaction not in the usual course of Seller's business; (viii) incur any debts outside the ordinary course of Seller's business except renewals or extensions of existing debts and interest thereon; (ix) make loans, advances or extensions of credit to any Person; or (x) guarantee or otherwise, directly or indirectly, in any way be or become responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, agreement for the furnishing of funds to any other Person through the furnishing of goods, supplies or services, by way of stock purchase, capital contribution, advance or loan, for the purpose of paying or discharging (or causing the payment of discharge of) the indebtedness of any other Person, or otherwise, except for the endorsement of negotiable instruments by the Seller in the ordinary course of business for deposit or collection. 7 HC# 4851-0728-1179 GUARANTY Personal Guaranty of Performance. FBF is buying the Purchased Amount of Future Receipts knowing the risks that Seller's business may slow down or fail, and FBF assumes these risks based on Seller's representations, warranties and covenants in the Payment Rights Purchase and Sale Agreement (the "Agreement"), which are designed to give FBF a reasonable and fair opportunity to receive the benefit of its bargain. The undersigned Guarantor(s) hereby unconditionally guarantees to FBF, Seller's good faith, truthfulness and performance of all of the representations, warranties, covenants made by Seller in the Agreement as each may be renewed, amended, extended or otherwise modified (the "Guaranteed Obligations"). Guarantor's obligations are due at the time of any Event of Default under the Agreement. Guarantor Waivers. In the Event of Default, FBF may seek recovery from Guarantor for all of FBF's losses and damages by enforcement of FBF's rights under this Guaranty without first seeking to obtain payment from Seller, any other guarantor, or any Collateral or Additional Collateral FBF may hold pursuant to the Agreement, the Security Agreement or any other guaranty. FBF does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Guaranty if it is not notified of: (i) Seller's failure to pay timely any amount owed under the Agreement; (ii) any adverse change in Seller's financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; (iv) FBF's acceptance of the Agreement; and (v) any renewal, extension or other modification of the Agreement or Seller's other obligations to FBF. In addition, FBF may take any of the following actions without releasing Guarantor from any of its obligations under the Agreement and this Guaranty: (i) renew, extend or otherwise modify the Agreement or Seller's other obligations to FBF; (ii) release Seller from its obligations to FBF; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement or this Guaranty. Until the Purchased Amount and Seller's other obligations to FBF under the Agreement are paid in full, Guarantor shall not seek reimbursement from Seller or any other guarantor for any amounts paid by it under the Agreement or this Guaranty. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Seller, any other guarantor, or any collateral provided by Seller or any other guarantor, for any amounts paid by it, or acts performed by it, under the Agreement or this Guaranty: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that FBF must return any amount paid by Seller or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under the Agreement and this Guaranty shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He / She understands the seriousness of the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, including the Related DocumentsJury Trial Waiver and Arbitration sections, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedythe Security Agreement, and this Guaranty; (ii) He / She has had a full opportunity to consult with counsel of his/her choice; and (iii) He / She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity. Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor under the Agreement and this Guaranty are joint and several. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, INCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, INCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS FOR THE SELLER #1 (PRINT NAME & TITLE BELOW) SIGNATURE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ FOR THE SELLER #2 (PRINT NAME & TITLE BELOW) SIGNATURE FOR THE OWNER / GUARANTOR #1 (PRINT NAME & TITLE BELOW) SIGNATURE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ FOR THE OWNER /GUARANTOR #2 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER (SIGN BELOW) MUST SIGN AS OWNER ALSO (SIGN BELOW) HC# 4851-0728-1179 8 AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS) AND DIRECT COLLECTIONS (ACH DEBITS) This Agreement for Direct Deposits (ACH Credits) and Direct Collections (ACH Debits) is part of (and incorporated by reference into) the Payment Rights Purchase and Sale Agreement (the "Agreement"). Seller should keep this important legal document for Seller's records. DISBURSMENT OF PURCHASE PRICE. By signing below, Seller authorizes Buyer after electing to purchase the Specified Amount of Future Payment Rights to disburse the Purchase Price set forth in the Agreement by initiating an election ACH credit to make expenditures the bank account described below (or a substitute bank account Seller later identifies and is acceptable to take action Buyer) (the "Account"). COLLECTION OF FUNDS ARISING FROM SPECIFIED AMOUNT OF FUTURE PAYMENT RIGHTS. By signing below, Seller authorizes Buyer to perform collect the funds arising from the Specified Amount of Future Payment Rights Buyer is entitled to receive under the Agreement by initiating ACH debits to the Account in amounts not to exceed the amount of the Daily Collection set forth in the Agreement. Seller authorizes Buyer to initiate an obligation ACH debit to the Account on the Initial Collection Date set forth in the Agreement and an ACH debit to the Account each Business Day after the Initial Collection Date until Buyer (i) collects the entire Specified Amount of Grantor Future Payment Rights or (ii) initiates the Maximum Number of ACH Debits set forth in the Agreement, whichever occurs first. BUSINESS PURPOSE ACCOUNT. By signing below, Seller attests that any account into which Seller deposits funds arising from Future Payment Rights, including, but not limited to, the Account, was established for business purposes and not primarily for personal, family or household purposes. MISCELLANEOUS. Seller understands that Seller is responsible for ensuring that funds arising from Future Payment Rights remain in the Account each day until Buyer debits the amount that the Agreement authorizes Buyer to debit from the Account for that day. Buyer is not responsible for any overdrafts or rejected transactions that may result from Buyer debiting any of Buyer's accounts. The ACH authorizations provided for in this agreement will remain in effect until Buyer has received written notification from Seller of its termination in such time and in such manner as to afford Buyer and Seller's depository bank a reasonable opportunity to act on it. Buyer is not responsible for any fees charged by Seller's bank as the result of credits or debits initiated under this Agreement. The origination of ACH transactions to Seller's accounts, after Grantorincluding, but not limited to, the Account, must comply with the provisions of U.S. law. ACCOUNT INFORMATION Bank Name: Bank Telephone Number: Branch Address: City: State: Zip: Routing Number; Account Number: SELLER SIGNATURE Print Seller's failure Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Federal Tax ID #: ▇▇-▇▇▇▇▇▇▇ Signature: Title: Date: 47437.5 Revised 7/17/▇▇ ▇▇▇-▇▇▇ APPENDIX A: THE FEE STRUCTURE: a. Origination Fee -$295.00 Covers everything and related expenses. b. ACH Program Fee -$395.00 ACH Debits are labor intensive and are not an automated process requiring us to perform, shall not affect Lender's right charge this fee to declare cover costs. c. NSF Fee (Standard) -$35.00 each Up to FOUR TIMES ONLY before a default and exercise its remediesfee is declared. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENT. Upon such frequency as Lender may determine and whether d. Rejected ACH -$100.00 When the Merchant directs the bank or not Borrower or Grantor is in default, Lender shall be entitled to perform and Grantor shall cooperate with examinations, inspections, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/orrejects our ACH.

Obtain Deficiency. If Lender ▇▇▇▇▇▇ chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in In this Agreement. Borrower Grantor shall be liable for a deficiency even if If the transaction described in this subsection is Is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. , Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. , Election by Lender ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor▇▇▇▇▇▇▇'s failure to perform, shall not affect Lender▇▇▇▇▇▇'s right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENTFRAUDS DISCLOSURE. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in defaultUNDER OREGON LAW, Lender shall be entitled to perform and Grantor shall cooperate with examinationsMOST AGREEMENTS, inspectionsPROMISES AND COMMITMENTS MADE BY US (LENDER) CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, audits and appraisals as provided hereinFAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/or(Continued)