Common use of Purchase and Sale of Accounts Receivable Clause in Contracts

Purchase and Sale of Accounts Receivable. 3.1 From time to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) shall be in writing substantially in the form of the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” and shall specifically identify in the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”). 3.2 Each Offer shall be subject to the terms and conditions of this Agreement and shall remain open for BFI’s acceptance in accordance with Section 3.3 for a period of five Business Days from the date of receipt by BFI of the Offer or such further period of time as BFI may agree in writing (the “Offer Period”). Once an Offer has been made, it shall be irrevocable by Client during the Offer Period. If BFI does not accept an Offer within the Offer Period, BFI shall be deemed to have declined to accept the Offer. 3.3 BFI may accept an Offer by signing the Offer and: (a) dispatching a copy of the signed Offer to Client by mail or courier, accompanied by a cheque payable to Client in the amount of (i) the aggregate of the amounts of the Purchase Price for each Offered Account less the Reserve withheld by BFI from the Purchase Price in accordance Section 4.7, less (ii) any deductions pursuant to Section 4.6 (the “Acceptance Payment”); (b) dispatching (i) a copy of the signed offer to Client by facsimile transmission and (ii) a cheque payable to the Client in the amount of the Acceptance Payment by mail or courier If requested in writing by Client, BFI may pay the Acceptance Payment by wire transfer to Client’s account with the bank indicated on the attached Schedule “B” and the wire transfer shall satisfy the requirement in (a) or (b) above, as applicable, to dispatch a cheque in the amount of the Acceptance Payment. 3.4 BFI’s acceptance of an Offer (“Acceptance”): (a) if pursuant to Section 3.3(a), shall be effective upon: (i) deposit of the signed Offer and cheque in the mail or pickup by, or delivery to, a courier of the signed Offer and the cheque; or (ii) if the Acceptance Payment is paid by wire transfer, deposit of the signed Offer in the mail or pickup by, or delivery to, a courier of the signed Offer and initiation of the wire transfer; and (b) if to Section 3.3(b), shall be effective upon: (i) facsimile transmission of the signed Offer and deposit of the cheque in the mail or pickup by, or delivery to, a courier of the cheque; or (ii) if the Acquisition Payment is paid by wire transfer, fascimile transmission of the signed Offer and initiation of the wire transfer. 3.5 The Acceptance by BFI of an Offer, without the necessity of any further action, shall be effective to automatically assign and transfer to and vest in BFI absolutely (not by way of security), effective as of the time of Acceptance, all of Client’s right, title and interest in and to each Offered Account (each an “Assigned Account”), together with (i) full power to collect, xxx for, compromise, assign, in whole or in part, or in any other manner enforce collection thereof in the name of BFI or otherwise, (ii) any notes or drafts related thereto, (iii) Client’s rights under or in relation to the Invoice, Purchase Order or other contract or instrument under which such Assigned Account arose, (iv) Client’s books and records relating thereto, whether written or recorded electronically on computer-readable discs or any other digital or machine readable form or medium (“Account Records”), (v) any returned, rejected or repossessed goods giving rise to such Assigned Account, (vi) Client’s rights as an unpaid vendor or lienor, (vii) all rights of stoppage in transit, replevin, repossession and reclamation, (viii) all deposits and security therefor and guarantees thereof, (ix) all rights to insurance proceeds resulting therefrom, and (x) all payments or other proceeds of the foregoing in any form (collectively, the “Corresponding Rights”). Nothing contained in this Agreement or any assignment, transfer or other document shall be deemed to constitute an assumption by BFI of any liability with respect to, or impose any duty or obligation upon BFI in favour of, any Account Debtor or any other third party in connection with any Assigned Account. 3.6 Upon BFI’s Acceptance of an Offer, Client will deliver to BFI (i) copies of all documents evidencing or relating to the Assigned Accounts purchased by BFI pursuant to the Offer, to the extent not previously delivered to BFI, and (ii) such other documentation as BFI may require, in form satisfactory to BFI in all respects. Client will maintain all shipping documents, delivery receipts and invoices relating to such Assigned Accounts to the extent not delivered to BFI, available for inspection and copying by BFI, and Client will deliver them to BFI promptly upon its request. 3.7 BFI is not obligated to buy any Account from Client and shall have no liability to Client or any Account Debtor as a result of its failure or refusal to purchase an Account. 3.8 Client hereby irrevocably appoints BFI as its attorney to execute (including the power to execute under Client’s seal) and deliver in Client’s name all assignments, transfers, conveyances, instruments, deeds and other documents that BFI may consider necessary or advisable in order to confirm and perfect BFI’s title in any Assigned Account and/or in any Corresponding Rights including any security provided by any Account Debtor in respect of any Assigned Account, and may supply any endorsement to any xxxx, note, cheque or other instrument relating to an Assigned Account in order to obtain payment therefor, and the power of attorney granted hereby shall be deemed to be coupled with an interest. 3.9 If, for any reason whatsoever, the assignment, transfer and vesting by or pursuant to Section 3.5 is not fully and properly effected, until such time as Client’s right, title and interest in an Assigned Account and all Corresponding Rights are effectively vested in BFI, Client shall hold such Assigned Account and Corresponding Rights, and all benefit thereof and therefrom, in trust for BFI.

Purchase and Sale of Accounts Receivable. 3.1 From time (a) Those Accounts Receivable which Access Capital elects to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) purchase from the Company shall be listed in writing an Invoice Delivery Schedule, substantially in the form of Exhibit A (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Schedule"), executed by the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” Company and shall specifically identify in accepted by Access Capital from time to time throughout the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”). 3.2 Each Offer shall be subject to the terms and conditions term of this Agreement and shall remain open for BFI’s Agreement. Upon acceptance in accordance with Section 3.3 for a period by Access Capital of five Business Days from an Invoice Schedule, the date of receipt by BFI of the Offer or such further period of time as BFI may agree in writing (the “Offer Period”). Once an Offer has been made, it shall be irrevocable by Client during the Offer Period. If BFI does not accept an Offer within the Offer Period, BFI Company shall be deemed to have declined sold, assigned, transferred, conveyed and delivered to accept Access Capital, and Access Capital shall be deemed to have purchased and received from the Offer. 3.3 BFI may accept an Offer by signing the Offer and: (a) dispatching a copy Company, all right, title and interest of the signed Offer Company in and to Client the Accounts Receivable listed in such Invoice Schedule. Notwithstanding the foregoing, if either the Company or Access Capital fails to include in any Invoice Schedule a particular Account Receivable tendered by mail or courierthe Company to Access Capital, accompanied by a cheque payable but Access Capital nonetheless makes an Initial Payment (as hereinafter defined) to Client in the amount of (i) Company for such Account Receivable, then Access Capital shall be presumed conclusively to have purchased, and the aggregate of the amounts of the Purchase Price for each Offered Company shall be presumed conclusively to have sold, such Account less the Reserve withheld by BFI from the Purchase Price in accordance Section 4.7, less (ii) any deductions Receivable pursuant to Section 4.6 this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, the “Acceptance Payment”);Company's representations and warranties to Access Capital) of this Agreement. The Accounts Receivable which Access Capital has purchased, either by its acceptance of an Invoice Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables." (b) dispatching (i) a copy Upon acceptance of the signed offer to Client by facsimile transmission and (ii) a cheque payable an Invoice Schedule, Access Capital shall deliver to the Client in Company the amount of the Acceptance Initial Payment by mail or courier If requested in writing by Client, BFI may pay the Acceptance Payment by wire transfer to Client’s account with the bank indicated on the attached Schedule “B” and the wire transfer shall satisfy the requirement in (a) or (b) above, as applicable, to dispatch a cheque specified in the amount Fee Schedule, a copy of which is attached as Exhibit B hereto and made a part hereof (the Acceptance Payment"Fee Schedule") with respect to the Accounts Receivable listed therein. 3.4 BFI’s (c) By its execution of each Invoice Schedule with respect to Accounts Receivable or acceptance of an Offer (“Acceptance”): (a) if pursuant Initial Payment with respect to Section 3.3(a)an Account Receivable, the Company shall be effective upondeemed to represent, warrant and covenant to Access Capital with respect to each such Purchased Receivable that: (i) deposit The Company is the sole owner of such Purchased Receivable and such Purchased Receivable has not previously been assigned or encumbered in any manner; the signed Offer Company has the full power and cheque in the mail or pickup by, or delivery to, a courier of the signed Offer authority to sell such Purchased Receivable and the cheque; orits sale to Access Capital has been duly authorized by all necessary corporate action; (ii) if The goods or services listed or referred to in the Acceptance Payment is paid by wire transferinvoice related to such Purchased Receivable have been shipped or rendered to the Account Debtor, deposit and the prices and terms of shipment set forth therein conform in all material respects to the terms of any related purchase order or agreement with the Account Debtor; (iii) The invoice representing such Purchased Receivable correctly sets forth the full purchase price of the signed Offer in goods or services covered thereby, and such amount, less only the mail applicable trade discounts and allowances stated therein, if any, is due and owing from the Account Debtor, subject to no set-offs, deductions, disputes, contingencies or pickup bycounterclaims against the Company or the invoice, or and payment thereof is not contingent upon fulfillment of any obligation other than delivery to, a courier of the signed Offer and initiation of the wire transfergoods or services referred to in such invoice; and (biv) if to Section 3.3(b)Upon acceptance of the Invoice Schedule related thereto and payment of the Initial Payment with respect thereto, Access Capital shall be effective upon: (i) facsimile transmission of the signed Offer and deposit of the cheque in the mail or pickup by, or delivery to, a courier of the cheque; or (ii) if the Acquisition Payment is paid by wire transfer, fascimile transmission of the signed Offer and initiation of the wire transfer. 3.5 The Acceptance by BFI of an Offer, without the necessity of any further action, shall be effective to automatically assign and transfer to and vest in BFI absolutely (not by way of security), effective as of the time of Acceptance, vested with all of Client’s right, title and interest in and to each Offered Account (each an “Assigned Account”)such Purchased Receivable, together with (i) full power to collectincluding all proceeds thereof, xxx for, compromise, assign, in whole or in part, or in any other manner enforce collection thereof in the name of BFI or otherwise, (ii) any notes or drafts related thereto, (iii) Client’s rights under or in relation to the Invoice, Purchase Order or other contract or instrument under which such Assigned Account arose, (iv) Client’s books and records relating thereto, whether written or recorded electronically on computer-readable discs or any other digital or machine readable form or medium (“Account Records”), (v) any returned, rejected or repossessed goods giving rise to such Assigned Account, (vi) Client’s rights as an unpaid vendor or lienor, (vii) all rights of stoppage in transittransit and rights of return, replevincontract rights and rights under policies of insurance. (d) If the amount of any Purchased Receivable is not paid by the Account Debtor by reason of the financial inability of the Account Debtor to pay when due, repossession following acceptance by the Account Debtor of the goods sold or services rendered, without dispute, the Company shall not be liable to reimburse Access Capital the amount of the Initial Payment with respect thereto. (e) If any Purchased Receivable is not paid by the Account Debtor within 120 days after the date that such Purchased Receivable was invoiced and reclamationsuch non-payment is not by reason of the insolvency of the Account Debtor or the financial inability of the Account Debtor to pay the Purchased Receivable, or if any Account Debtor asserts at any time any deduction, dispute, contingency, set- off, or counterclaim with respect to any Purchased Receivable, the Company shall reimburse Access Capital on demand for the amount of the Initial Payment with respect to any Purchased Receivable. The Company shall be obligated to pay (and Access Capital shall have the right to retain) the fee set forth on Exhibit B with respect to such Purchased Receivable even if the Company is required to reimburse Access Capital for such Purchased Receivable. For the purposes hereof, (viiii) any failure of an Account Debtor to pay all deposits and security therefor and guarantees thereof, (ix) all rights to insurance proceeds resulting therefrom, and (x) all payments or other proceeds part of the foregoing in any form (collectively, the “Corresponding Rights”). Nothing contained in this Agreement or any assignment, transfer or other document an invoice shall be deemed to constitute an assumption by BFI have been for a reason other than the insolvency or financial inability of any liability with respect to, or impose any duty or obligation upon BFI in favour of, any such Account Debtor or any other third party in connection with any Assigned Account. 3.6 Upon BFI’s Acceptance of an Offer, Client will deliver to BFI (i) copies of all documents evidencing or relating unless the Company provides evidence to the Assigned Accounts purchased by BFI pursuant contrary acceptable to the Offer, to the extent not previously delivered to BFIAccess Capital, and (ii) even if the Company provides such other documentation as BFI may requireevidence under clause (i) above, in form satisfactory to BFI in all respects. Client will maintain all shipping documents, delivery receipts and invoices relating to such Assigned Accounts to the extent not delivered to BFI, available for inspection and copying by BFI, and Client will deliver them to BFI promptly upon its request. 3.7 BFI is not obligated to buy any Account from Client and shall have no liability to Client or any failure of an Account Debtor as a result to pay all or part of its failure or refusal to purchase an Account. 3.8 Client hereby irrevocably appoints BFI as its attorney to execute (including the power to execute under Client’s seal) and deliver in Client’s name all assignments, transfers, conveyances, instruments, deeds and other documents that BFI may consider necessary or advisable in order to confirm and perfect BFI’s title in any Assigned Account and/or in any Corresponding Rights including any security provided by any Account Debtor in respect of any Assigned Account, and may supply any endorsement to any xxxx, note, cheque or other instrument relating to an Assigned Account in order to obtain payment therefor, and the power of attorney granted hereby invoice shall be deemed to be coupled with an interesthave been for a reason other than the insolvency or financial inability of such Account Debtor if such Account Debtor has asserted any defense, dispute, contingency, deduction, or set-off, regardless of the financial condition of such Account Debtor. 3.9 If, for any reason whatsoever, the assignment, transfer and vesting by or pursuant to Section 3.5 is not fully and properly effected, until such time as Client’s right, title and interest in an Assigned Account and all Corresponding Rights are effectively vested in BFI, Client shall hold such Assigned Account and Corresponding Rights, and all benefit thereof and therefrom, in trust for BFI.

Purchase and Sale of Accounts Receivable. 3.1 From (a) Those Accounts Receivable which CTAC elects to purchase from each Company from time to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) time shall be listed in writing an Invoice Delivery Schedule, substantially in the form of Exhibit B (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Schedule"), executed by the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” Company Agent and shall specifically identify in accepted by CTAC from time to time throughout the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”). 3.2 Each Offer shall be subject to the terms and conditions term of this Agreement and shall remain open for BFI’s Agreement. Upon acceptance in accordance with Section 3.3 for a period by CTAC of five Business Days from an Invoice Schedule, the date of receipt by BFI of the Offer or such further period of time as BFI may agree in writing (the “Offer Period”). Once an Offer has been made, it shall be irrevocable by Client during the Offer Period. If BFI does not accept an Offer within the Offer Period, BFI applicable Company shall be deemed to have declined sold, assigned, transferred, conveyed and delivered to accept the Offer. 3.3 BFI may accept an Offer by signing the Offer and: (a) dispatching a copy of the signed Offer to Client by mail or courierCTAC, accompanied by a cheque payable to Client in the amount of (i) the aggregate of the amounts of the Purchase Price for each Offered Account less the Reserve withheld by BFI from the Purchase Price in accordance Section 4.7, less (ii) any deductions pursuant to Section 4.6 (the “Acceptance Payment”); (b) dispatching (i) a copy of the signed offer to Client by facsimile transmission and (ii) a cheque payable to the Client in the amount of the Acceptance Payment by mail or courier If requested in writing by Client, BFI may pay the Acceptance Payment by wire transfer to Client’s account with the bank indicated on the attached Schedule “B” and the wire transfer shall satisfy the requirement in (a) or (b) above, as applicable, to dispatch a cheque in the amount of the Acceptance Payment. 3.4 BFI’s acceptance of an Offer (“Acceptance”): (a) if pursuant to Section 3.3(a), CTAC shall be effective upon: (i) deposit of the signed Offer deemed to have purchased and cheque in the mail or pickup by, or delivery to, a courier of the signed Offer and the cheque; or (ii) if the Acceptance Payment is paid by wire transfer, deposit of the signed Offer in the mail or pickup by, or delivery to, a courier of the signed Offer and initiation of the wire transfer; and (b) if to Section 3.3(b), shall be effective upon: (i) facsimile transmission of the signed Offer and deposit of the cheque in the mail or pickup by, or delivery to, a courier of the cheque; or (ii) if the Acquisition Payment is paid by wire transfer, fascimile transmission of the signed Offer and initiation of the wire transfer. 3.5 The Acceptance by BFI of an Offer, without the necessity of any further action, shall be effective to automatically assign and transfer to and vest in BFI absolutely (not by way of security), effective as of the time of Acceptancereceived from such Company, all of Client’s right, title and interest of such Company in and to each Offered the Accounts Receivable listed in such Invoice Schedule. Notwithstanding the foregoing, if any Company or CTAC fails to include in any Invoice Schedule a particular Account Receivable tendered by such Company to CTAC, but CTAC nonetheless makes an Initial Payment (each as hereinafter defined) to such Company, or the Company Agent, for such Account Receivable, then CTAC shall be presumed conclusively to have purchased, and such Company shall be presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, such Company's representations and warranties to CTAC) of this Agreement. The Accounts Receivable which CTAC has purchased, either by its acceptance of an “Assigned Account”Invoice Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables." The initial payment to be made by CTAC (the "Initial Payment") shall be in the amount of 75% of the Net Amount (as hereafter defined) of such Eligible Accounts Receivable ("Initial Payment Percentage"), together provided, however, that in the event the Companies' Dilution Rate (as hereafter defined) with respect to Accounts Receivable exceeds 5%, the Initial Payment Percentage shall be reduced by 1% for each 1% increase in the Dilution Rate. As used herein, "Eligible Accounts Receivable" shall mean those Accounts Receivable arising in the ordinary course of the Companies business which do not fall within any one or more of the following ineligibility criteria as determined by CTAC in the exercise of its reasonable discretion exercised in good faith: (i) full power such Account Receivable is due from an Account Debtor with respect to collect, xxx for, compromise, assign, in whole which 25% or in part, or in any other manner enforce collection thereof in more of the name of BFI or otherwiseAccounts Receivable from such Account Debtor are unpaid more than 75 days from invoice date, (ii) any notes such Account Receivable is due or drafts related theretounpaid more than 75 days from invoice date, (iii) Client’s rights under such Account Receivable is due from an affiliate or in relation to the Invoice, Purchase Order subsidiary of such Company or other contract from a person or instrument under which entity controlled by an affiliate or subsidiary of such Assigned Account aroseCompany, (iv) Client’s books and records relating theretoCTAC believes, whether written in the good faith exercise of its reasonable credit judgment, that collection of such Account Receivable is insecure or recorded electronically on computer-readable discs or any other digital or machine readable form or medium (“that such Account Records”)Receivable may not be paid due to the Account Debtor's poor credit, (v) any returned, rejected or repossessed goods giving rise poor past performance with respect to such Assigned Account, (vi) Client’s rights as an unpaid vendor or lienor, (vii) all rights of stoppage in transit, replevin, repossession and reclamation, (viii) all deposits and security therefor and guarantees thereof, (ix) all rights to insurance proceeds resulting therefrom, and (x) all payments timely payment or other proceeds of circumstances that would cause CTAC in the foregoing in any form (collectively, the “Corresponding Rights”). Nothing contained in this Agreement or any assignment, transfer or other document shall be deemed to constitute an assumption by BFI of any liability with respect to, or impose any duty or obligation upon BFI in favour of, any Account Debtor or any other third party in connection with any Assigned Account. 3.6 Upon BFI’s Acceptance of an Offer, Client will deliver to BFI (i) copies of all documents evidencing or relating to the Assigned Accounts purchased by BFI pursuant to the Offer, to the extent not previously delivered to BFI, and (ii) such other documentation as BFI may require, in form satisfactory to BFI in all respects. Client will maintain all shipping documents, delivery receipts and invoices relating to such Assigned Accounts to the extent not delivered to BFI, available for inspection and copying by BFI, and Client will deliver them to BFI promptly upon its request. 3.7 BFI is not obligated to buy any Account from Client and shall have no liability to Client or any Account Debtor as a result good faith exercise of its failure or refusal to purchase an Account. 3.8 Client hereby irrevocably appoints BFI as its attorney to execute (including the power to execute under Client’s seal) and deliver in Client’s name all assignments, transfers, conveyances, instruments, deeds and other documents that BFI may consider necessary or advisable in order to confirm and perfect BFI’s title in any Assigned Account and/or in any Corresponding Rights including any security provided by any Account Debtor in respect of any Assigned Account, and may supply any endorsement to any xxxx, note, cheque or other instrument relating to an Assigned Account in order to obtain payment therefor, and the power of attorney granted hereby shall be deemed to be coupled with an interest. 3.9 If, for any reason whatsoever, the assignment, transfer and vesting by or pursuant to Section 3.5 is not fully and properly effected, until such time as Client’s right, title and interest in an Assigned Account and all Corresponding Rights are effectively vested in BFI, Client shall hold such Assigned Account and Corresponding Rights, and all benefit thereof and therefrom, in trust for BFI.reasonable credit

Purchase and Sale of Accounts Receivable. 3.1 From time Those Accounts Receivable that Access Capital elects to time, provided no Event purchase from any of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer the Companies (“Offer”the "Eligible Accounts Receivable") shall be listed in writing substantially in the form of the OFFER TO SELL ACCOUNTS attached an Invoice Delivery Schedule prepared for each purchase by Access Capital (such form, together with any schedules and attachments thereto is hereinafter referred to as Schedule “SCHEDULE “A” and shall specifically identify in the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”). 3.2 Each Offer shall be subject to the terms and conditions of this Agreement and shall remain open for BFI’s acceptance in accordance with Section 3.3 for a period of five Business Days from the date of receipt by BFI of the Offer or such further period of time as BFI may agree in writing (the “Offer Period”"Invoice Delivery Schedule"). Once Upon creation by Access Capital of an Offer has been madeInvoice Delivery Schedule, it shall be irrevocable by Client during the Offer Period. If BFI does not accept an Offer within the Offer Period, BFI Companies shall be deemed to have declined sold, assigned, transferred, conveyed and delivered to accept the Offer. 3.3 BFI may accept an Offer by signing the Offer and: (a) dispatching a copy of the signed Offer Access Capital, and Access Capital shall be deemed to Client by mail or courier, accompanied by a cheque payable to Client in the amount of (i) the aggregate of the amounts of the Purchase Price for each Offered Account less the Reserve withheld by BFI have purchased and received from the Purchase Price in accordance Section 4.7, less (ii) any deductions pursuant to Section 4.6 (the “Acceptance Payment”); (b) dispatching (i) a copy of the signed offer to Client by facsimile transmission and (ii) a cheque payable to the Client in the amount of the Acceptance Payment by mail or courier If requested in writing by Client, BFI may pay the Acceptance Payment by wire transfer to Client’s account with the bank indicated on the attached Schedule “B” and the wire transfer shall satisfy the requirement in (a) or (b) above, as applicable, to dispatch a cheque in the amount of the Acceptance Payment. 3.4 BFI’s acceptance of an Offer (“Acceptance”): (a) if pursuant to Section 3.3(a), shall be effective upon: (i) deposit of the signed Offer and cheque in the mail or pickup by, or delivery to, a courier of the signed Offer and the cheque; or (ii) if the Acceptance Payment is paid by wire transfer, deposit of the signed Offer in the mail or pickup by, or delivery to, a courier of the signed Offer and initiation of the wire transfer; and (b) if to Section 3.3(b), shall be effective upon: (i) facsimile transmission of the signed Offer and deposit of the cheque in the mail or pickup by, or delivery to, a courier of the cheque; or (ii) if the Acquisition Payment is paid by wire transfer, fascimile transmission of the signed Offer and initiation of the wire transfer. 3.5 The Acceptance by BFI of an Offer, without the necessity of any further action, shall be effective to automatically assign and transfer to and vest in BFI absolutely (not by way of security), effective as of the time of AcceptanceCompanies, all of Client’s right, title and interest of the Companies in and to each Offered Account (each an “Assigned Account”), together with (i) full power to collect, xxx for, compromise, assign, the Accounts Receivable listed in whole or in part, or in any other manner enforce collection thereof in the name of BFI or otherwise, (ii) any notes or drafts related thereto, (iii) Client’s rights under or in relation to the Invoice, Purchase Order or other contract or instrument under which such Assigned Account arose, (iv) Client’s books and records relating thereto, whether written or recorded electronically on computer-readable discs or any other digital or machine readable form or medium (“Account Records”), (v) any returned, rejected or repossessed goods giving rise to such Assigned Account, (vi) Client’s rights as an unpaid vendor or lienor, (vii) all rights of stoppage in transit, replevin, repossession and reclamation, (viii) all deposits and security therefor and guarantees thereof, (ix) all rights to insurance proceeds resulting therefrom, and (x) all payments or other proceeds of the foregoing in any form (collectively, the “Corresponding Rights”)Invoice Delivery Schedule. Nothing contained in this Agreement or any assignment, transfer or other document shall be deemed to constitute an assumption by BFI of any liability with respect to, or impose any duty or obligation upon BFI in favour of, any Account Debtor or any other third party in connection with any Assigned Account. 3.6 Upon BFI’s Acceptance of an Offer, Client will deliver to BFI (i) copies of all documents evidencing or relating to the Assigned Accounts purchased by BFI pursuant to the Offer, to the extent not previously delivered to BFI, and (ii) such other documentation as BFI may require, in form satisfactory to BFI in all respects. Client will maintain all shipping documents, delivery receipts and invoices relating to such Assigned Accounts to the extent not delivered to BFI, available for inspection and copying by BFI, and Client will deliver them to BFI promptly upon its request. 3.7 BFI is not obligated to buy any Account from Client and Access Capital shall have no liability obligation to Client or deem any Account Debtor as Receivable from a result of its failure or refusal to purchase an Account. 3.8 Client hereby irrevocably appoints BFI as its attorney to execute (including the power to execute under Client’s seal) and deliver in Client’s name all assignments, transfers, conveyances, instruments, deeds and other documents that BFI may consider necessary or advisable in order to confirm and perfect BFI’s title in any Assigned Account and/or in any Corresponding Rights including any security provided by any specific Account Debtor to be an Eligible Account Receivable if 25% or more of the Accounts Receivable from such Account Debtor exceeds the Eligibility Period (as such term is defined in respect of any Assigned Accountparagraph 3 herein). Notwithstanding the foregoing, and may supply any endorsement if a particular Account Receivable tendered by a Company to any xxxxAccess Capital is not included in an Invoice Delivery Schedule, notebut Access Capital nonetheless makes an Initial Payment to the Companies for such Account Receivable, cheque or other instrument relating then Access Capital shall be presumed conclusively to an Assigned Account in order to obtain payment thereforhave purchased, and the power of attorney granted hereby Company shall be deemed presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be coupled with an interest. 3.9 Ifgoverned by the terms and conditions (including, for any reason whatsoeverwithout limitation, the assignmentCompanies' representations and warranties to Access Capital) of this Agreement. The Accounts Receivable that Access Capital has purchased, transfer and vesting either by its acceptance of an Invoice Delivery Schedule or pursuant by making an Initial Payment with respect thereto, are sometimes referred to Section 3.5 is not fully and properly effected, until such time herein as Client’s right, title and interest in an Assigned Account and all Corresponding Rights are effectively vested in BFI, Client shall hold such Assigned Account and Corresponding Rights, and all benefit thereof and therefrom, in trust for BFI"Purchased Receivables."

Purchase and Sale of Accounts Receivable. 3.1 From time (a) Those Accounts Receivable which Laurus elects to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) purchase from each Company shall be listed in writing an Invoice Delivery Schedule, substantially in the form of Exhibit A (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Schedule"), executed by the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” applicable Company and shall specifically identify in accepted by Laurus from time to time throughout the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”). 3.2 Each Offer shall be subject to the terms and conditions term of this Agreement and shall remain open for BFI’s Agreement. Upon acceptance in accordance with Section 3.3 for a period by Laurus of five Business Days from an Invoice Schedule, the date of receipt by BFI of the Offer or such further period of time as BFI may agree in writing (the “Offer Period”). Once an Offer has been made, it shall be irrevocable by Client during the Offer Period. If BFI does not accept an Offer within the Offer Period, BFI applicable Company shall be deemed to have declined sold, assigned, transferred, conveyed and delivered to accept the Offer. 3.3 BFI may accept an Offer by signing the Offer and: (a) dispatching a copy of the signed Offer to Client by mail or courierLaurus, accompanied by a cheque payable to Client in the amount of (i) the aggregate of the amounts of the Purchase Price for each Offered Account less the Reserve withheld by BFI from the Purchase Price in accordance Section 4.7, less (ii) any deductions pursuant to Section 4.6 (the “Acceptance Payment”); (b) dispatching (i) a copy of the signed offer to Client by facsimile transmission and (ii) a cheque payable to the Client in the amount of the Acceptance Payment by mail or courier If requested in writing by Client, BFI may pay the Acceptance Payment by wire transfer to Client’s account with the bank indicated on the attached Schedule “B” and the wire transfer shall satisfy the requirement in (a) or (b) above, as applicable, to dispatch a cheque in the amount of the Acceptance Payment. 3.4 BFI’s acceptance of an Offer (“Acceptance”): (a) if pursuant to Section 3.3(a), Laurus shall be effective upon: (i) deposit of the signed Offer deemed to have purchased and cheque in the mail or pickup by, or delivery to, a courier of the signed Offer and the cheque; or (ii) if the Acceptance Payment is paid by wire transfer, deposit of the signed Offer in the mail or pickup by, or delivery to, a courier of the signed Offer and initiation of the wire transfer; and (b) if to Section 3.3(b), shall be effective upon: (i) facsimile transmission of the signed Offer and deposit of the cheque in the mail or pickup by, or delivery to, a courier of the cheque; or (ii) if the Acquisition Payment is paid by wire transfer, fascimile transmission of the signed Offer and initiation of the wire transfer. 3.5 The Acceptance by BFI of an Offer, without the necessity of any further action, shall be effective to automatically assign and transfer to and vest in BFI absolutely (not by way of security), effective as of the time of Acceptancereceived from such Company, all of Client’s right, title and interest of such Company in and to each Offered Account (each an “Assigned Account”)the Accounts Receivable listed in such Invoice Schedule. Notwithstanding the foregoing, together with (i) full power if any Company or Laurus fails to collect, xxx for, compromise, assign, in whole or in part, or include in any other manner enforce collection thereof in Invoice Schedule a particular Account Receivable tendered by any Company to Laurus, but Lauras nonetheless makes an Initial Payment (as hereinafter defined) to any Company (or to Vertex, as agent for the name of BFI or otherwiseCompanies) for such Account Receivable, (ii) any notes or drafts related thereto, (iii) Client’s rights under or in relation to the Invoice, Purchase Order or other contract or instrument under which such Assigned Account arose, (iv) Client’s books and records relating thereto, whether written or recorded electronically on computer-readable discs or any other digital or machine readable form or medium (“Account Records”), (v) any returned, rejected or repossessed goods giving rise to such Assigned Account, (vi) Client’s rights as an unpaid vendor or lienor, (vii) all rights of stoppage in transit, replevin, repossession and reclamation, (viii) all deposits and security therefor and guarantees thereof, (ix) all rights to insurance proceeds resulting therefrom, and (x) all payments or other proceeds of the foregoing in any form (collectively, the “Corresponding Rights”). Nothing contained in this Agreement or any assignment, transfer or other document then Laurus shall be deemed presumed conclusively to constitute an assumption by BFI of any liability with respect to, or impose any duty or obligation upon BFI in favour of, any Account Debtor or any other third party in connection with any Assigned Account. 3.6 Upon BFI’s Acceptance of an Offer, Client will deliver to BFI (i) copies of all documents evidencing or relating to the Assigned Accounts purchased by BFI pursuant to the Offer, to the extent not previously delivered to BFI, and (ii) such other documentation as BFI may require, in form satisfactory to BFI in all respects. Client will maintain all shipping documents, delivery receipts and invoices relating to such Assigned Accounts to the extent not delivered to BFI, available for inspection and copying by BFI, and Client will deliver them to BFI promptly upon its request. 3.7 BFI is not obligated to buy any Account from Client and shall have no liability to Client or any Account Debtor as a result of its failure or refusal to purchase an Account. 3.8 Client hereby irrevocably appoints BFI as its attorney to execute (including the power to execute under Client’s seal) and deliver in Client’s name all assignments, transfers, conveyances, instruments, deeds and other documents that BFI may consider necessary or advisable in order to confirm and perfect BFI’s title in any Assigned Account and/or in any Corresponding Rights including any security provided by any Account Debtor in respect of any Assigned Account, and may supply any endorsement to any xxxx, note, cheque or other instrument relating to an Assigned Account in order to obtain payment thereforpurchased, and the power of attorney granted hereby applicable Company shall be deemed presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, the applicable Company's representations and warranties to Laurus) of this Agreement. The Accounts Receivable which Laurus has purchased, either by its acceptance of an Invoice Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables." The initial payment to be coupled with an interest. 3.9 If, for any reason whatsoever, made by Laurus (the assignment, transfer and vesting by or pursuant to Section 3.5 is not fully and properly effected, until such time as Client’s right, title and interest "Initial Payment") may be in an Assigned Account and all Corresponding Rights are effectively vested amount up to 70% of the net amount of such Eligible Accounts Receivable ("Initial Payment Percentage"), such Initial Payment Percentage to be increased or decreased in BFIthe sole discretion of Laurus; provided, Client shall hold such Assigned Account and Corresponding Rights, and all benefit thereof and therefromhowever, in trust for BFI.the event any Company's dilution rate with respect to its Accounts Receivable exceeds 5%, Laurus shall have the right to