Common use of Receivables Clause in Contracts

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon (a) A Foreign Guarantor shall grant security over its receivables, subject to the occurrence and during general principles in these Agreed Security Principles. (b) Notice of the continuance of security shall be served on the relevant debtor immediately after an Event of Default, which is continuing. (c) Each Foreign Guarantor will use commercially reasonable efforts to amend, after the Issue Date, the respective receivable invoices to mention the Notes Collateral Agent’s security interest in such receivables to the extent required under the laws of the local jurisdiction of the Foreign Guarantor to perfect the security interest. (d) The Notes Collateral Agent will receive a floating charge with respect to receivables in Norway and New Zealand. (e) If required under local law, security over intercompany receivables will be registered subject to the general principles set out in this Annex F. (f) If a Foreign Guarantor grants security over its receivables it shall be free to deal with, amend, waive or at terminate those receivables in the course of its business until the occurrence of an Applicable Event (other than any time amendments or waivers that TBCC believes in good faith that fraud has occurred would adversely prejudice the rights of the Secured Parties). (g) No security will be granted over any trade receivables which cannot be secured under the terms of the relevant contract or that Borrower has failed if the terms of the relevant contract exclude the assignability of the trade receivables. The provisions of this paragraph shall not operate to deliver the proceeds of Receivables jeopardise any floating charge nor any assignment or other Collateral security interest over any and all damages, compensation, proceeds, remuneration, profit, rent or other income attributable to TBCC as such trade receivables which the Foreign Guarantor may be entitled (or which such Foreign Guarantor may be awarded or otherwise derive therefrom). (h) If required by under local law security over trade receivables will be registered subject to the general principles set out in this Agreement or any other Loan Document, TBCC may Annex F. (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event Any list of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all receivables will not include details of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: underlying contacts (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating but may include non-sensitive generic information to the Collateral; (Bextent that would allow for the creation of security) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerunless required under local law.

Receivables. Upon (a) In addition to, and not in substitution for, any similar requirement in the occurrence Credit Agreement, subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, any payment of Receivables, when collected by any Grantor, shall be forthwith deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 7.8). (b) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, the Collateral Agent may notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent to be applied to the Secured Obligations in the order of priority set forth in the Credit Agreement. (c) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default, the Collateral Agent may enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. (d) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default, upon the exercise of remedies pursuant to this Section 7 and subject to the Intercreditor Agreement, each Grantor shall deliver to the Collateral Agent all available original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the payments in respect of Receivables, including all available original orders, invoices and shipping receipts. (e) Subject to the terms of the Intercreditor Agreement, the Collateral Agent may, upon notice, at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver during the proceeds continuance of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts an Event of Default and upon the exercise of remedies pursuant to this Section 7, limit or terminate the authority of a Grantor to collect its amounts with respect to Receivables. (f) Subject to the terms which it considers advisableof the Intercreditor Agreement, the Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate, in coordination with the applicable Grantor, with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any amounts due with respect to any Receivable. (iig) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, each Grantor shall notify account debtors on the Receivables and other Collateral Account Debtors that the Receivables and Collateral have been collaterally assigned to TBCC, the Collateral Agent and that payments in respect thereof shall be made directly to TBCCthe Collateral Agent. If In addition, the Collateral Agent may at any time during the continuance of an Event of Default has occurred (A) enforce such Grantor’s rights against such Account Debtors and is continuing or TBCC reasonably believes in good faith that fraud has occurred(B) notify, or that Borrower has failed require any Grantor to deliver notify, any Account Debtor of the proceeds Collateral Agent’s security interest in the Receivables and any Supporting Obligation and use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (h) Anything herein to the contrary notwithstanding, each Grantor shall remain liable for payments in respect of Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or other Collateral liability under any agreement giving rise to TBCC as required a payment in respect of a Receivable by reason of or arising out of this Agreement or the receipt by the Collateral Agent nor any other Loan DocumentSecured Party of any payment relating thereto, Borrower hereby irrevocably authorizes and appoints TBCC, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expenseagreement giving rise to a payment in respect of a Receivable, to exercisemake any payment, all to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the following powerssufficiency of any performance by any party thereunder, which are coupled with an interest and are irrevocableto present or file any claim, until all to take any action to enforce any performance or to collect the payment of the Obligations any amounts that may have been indefeasibly paid and satisfied in full in cash: (A) assigned to receive, take, endorse, sign, assign and deliver, all in the name of TBCC it or Borrower, to which it may be entitled at any and all checks, notes, drafts, and other documents time or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowertimes.

Receivables. Upon (a) Other than in the occurrence and during ordinary course of business, such Grantor will not (i) grant any extension of the continuance time of payment of any Receivable required to be included in Collateral, (ii) compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral in any manner that could adversely affect the value thereof. (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 20% of the aggregate amount of the then-outstanding Receivables. (c) If such Grantor shall enter into any contract or other transaction with an Applicable Governmental Authority (as defined below) which will result in an Applicable Governmental Authority becoming an obligor on any Receivable required to be included in Collateral of an Event amount greater than $5,000,000, such Grantor shall (i) promptly thereafter notify the Administrative Agent thereof, (ii) provide to the Administrative Agent all such documents and instruments, and take all such actions, as shall be reasonably requested by the Administrative Agent to enable the Administrative Agent to comply with the requirements of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds Federal Assignment of Receivables or other Collateral to TBCC as required by this Agreement Claims Act or any other Loan Document, TBCC may (i) settle applicable Law to perfect its security interest in such Receivables and obtain the benefits of such Act or adjust disputes or claims directly Law with account debtors for amounts and upon terms which it considers advisable, respect thereto and (iiiii) notify account debtors otherwise comply with its obligations under Section 5.3(c) with respect thereto. As used in this paragraph, the term “Applicable Governmental Authority” shall mean any Governmental Authority the Law applicable to which provide that, for a creditor of a Person to which such Governmental Authority has an obligation to pay money, whether pursuant to a Receivable, a General Intangible or otherwise, to perfect such creditor’s Lien on such obligation and/or to obtain the Receivables full benefits of such Lien and other Collateral that the Receivables and Collateral have been assigned to TBCCsuch Law, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredcertain notice, or that Borrower has failed to deliver the proceeds of Receivables filing, recording or other Collateral to TBCC as required by this Agreement similar actions other than the filing of a financing statement under the Uniform Commercial Code must be given, executed, filed, recorded, delivered or any other Loan Documentcompleted, Borrower hereby irrevocably authorizes and appoints TBCCincluding, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrowerwithout limitation, any and all checks, notes, drafts, and other documents or instruments relating Federal Governmental Authority to which the Collateral; (B) to receive, open and dispose Federal Assignment of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name Claims Act of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower1940 is applicable.

Receivables. Upon (a) The names of the occurrence obligors, amounts owing, due dates and during other information with respect to the continuance Receivables owned by such Grantor are and will be correctly stated in all material respects in all records of an Event such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of Defaultthe time when each Receivable arises, or at any time such Grantor shall be deemed to have represented and warranted that TBCC believes such Receivable and all records relating thereto, are genuine and in good faith that fraud has occurred or that Borrower has failed all material respects what they purport to deliver be. (b) With respect to its Receivables included in the proceeds of Receivables or other Borrowing Base, except as specifically disclosed on the most recent Collateral to TBCC as required by this Agreement or any other Loan DocumentReport, TBCC may (i) settle to such Grantor’s knowledge, there are no facts, events or adjust disputes occurrences which in any way impair the validity or claims directly enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with account debtors for amounts and upon terms which it considers advisable, respect thereto and (ii) notify account debtors such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor or any Credit Card Processor which might result in any material adverse change in such Account Debtor’s or Credit Card Processor’s financial condition. (c) In addition, with respect to all of its Receivables included in the Borrowing Base, (i) the amounts shown on the Receivables and other Collateral that the Receivables all invoices, statements and Collateral Reports with respect thereto are owing to such Grantor as indicated thereon and are not contingent; (ii) no payments have been assigned to TBCC, and that payments in respect thereof or shall be made directly thereon except payments immediately delivered to TBCC. If an Event of Default has occurred and is continuing a Lock Box or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other a Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating Deposit Account to the Collateral; (B) extent required pursuant to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designateSection 7.1; and (Ciii) to take or bring, in the name of TBCC or Borrowersuch Grantor’s knowledge, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable Account Debtors and all Credit Card Processors have the capacity to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowercontract.

Receivables. Upon (a) In addition to, and not in substitution for, any similar requirement in the occurrence ABL Credit Agreement, subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, any payment of Receivables, when collected by any Grantor, shall be forthwith deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 7.8). (b) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, the Collateral Agent may notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent to be applied to the Secured Obligations in the order of priority set forth in the ABL Credit Agreement. (c) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default, the Collateral Agent may enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. (d) Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s request, during the continuance of an Event of Default, upon the exercise of remedies pursuant to this Section 7 and subject to the Intercreditor Agreement, each Grantor shall deliver to the Collateral Agent all available original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the payments in respect of Receivables, including all available original orders, invoices and shipping receipts. (e) Subject to the terms of the Intercreditor Agreement, the Collateral Agent may, upon notice, at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver during the proceeds continuance of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts an Event of Default and upon the exercise of remedies pursuant to this Section 7, limit or terminate the authority of a Grantor to collect its amounts with respect to Receivables. (f) Subject to the terms which it considers advisableof the Intercreditor Agreement, the Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate, in coordination with the applicable Grantor, with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any amounts due with respect to any Receivable. (iig) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, each Grantor shall notify account debtors on the Receivables and other Collateral Account Debtors that the Receivables and Collateral have been collaterally assigned to TBCC, the Collateral Agent and that payments in respect thereof shall be made directly to TBCCthe Collateral Agent. If In addition, the Collateral Agent may at any time during the continuance of an Event of Default has occurred (A) enforce such Grantor’s rights against such Account Debtors and is continuing or TBCC reasonably believes in good faith that fraud has occurred(B) notify, or that Borrower has failed require any Grantor to deliver notify, any Account Debtor of the proceeds Collateral Agent’s security interest in the Receivables and any Supporting Obligation and use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (h) Anything herein to the contrary notwithstanding, each Grantor shall remain liable for payments in respect of Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or other Collateral liability under any agreement giving rise to TBCC as required a payment in respect of a Receivable by reason of or arising out of this Agreement or the receipt by the Collateral Agent nor any other Loan DocumentSecured Party of any payment relating thereto, Borrower hereby irrevocably authorizes and appoints TBCC, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expenseagreement giving rise to a payment in respect of a Receivable, to exercisemake any payment, all to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the following powerssufficiency of any performance by any party thereunder, which are coupled with an interest and are irrevocableto present or file any claim, until all to take any action to enforce any performance or to collect the payment of the Obligations any amounts that may have been indefeasibly paid and satisfied in full in cash: (A) assigned to receive, take, endorse, sign, assign and deliver, all in the name of TBCC it or Borrower, to which it may be entitled at any and all checks, notes, drafts, and other documents time or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowertimes.

Receivables. (a) Other than as expressly permitted by the Loan Agreement or in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Material Receivable, (ii) compromise or settle any Material Receivable for less than the full amount thereof, (iii) rescind or cancel any obligations evidenced by any Material Receivable or otherwise release, wholly or partially, any Person liable for the payment of any Material Receivable, (iv) allow any credit or discount whatsoever on any Material Receivable, or (v) amend, supplement or modify any Material Receivable in any manner that could adversely affect the value thereof; provided that none of such actions may be taken by such Grantor upon the occurrence and during the continuance of an Event of Default. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided that the Collateral Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default. (b) Such Grantor shall keep and maintain at its own cost and expense complete records of each Receivable of such Grantor, with at least such specificity and in a manner at least as comprehensive and detailed as is prudent and customary for businesses engaged in such Grantor’s industry and of similar size as such Grantor, including records of all payments received, all credits granted thereon, all merchandise returned, and all other documentation relating thereto. Upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, and at such Grantor’s sole cost and expense, such Grantor shall deliver to the Collateral Agent or its designee all tangible evidence of any Receivables, including all documents evidencing Receivables and any books and records relating thereto (copies of which evidence and books and records may be retained by such Grantor). (c) Upon the occurrence and during the continuance of an Event of Default, at the request of the Collateral Agent and in form and manner reasonably satisfactory to the Collateral Agent, such Grantor shall legend the Receivables and the other books, records and documents of such Grantor evidencing or at pertaining to the Receivables with a reference to the fact that the Receivables have been collaterally assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein. (d) Such Grantor shall cause to be collected from the obligor of each Material Receivable, as and when due, any time and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that TBCC believes such Grantor may, with respect to any Receivable, allow in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds ordinary course of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may business (i) settle a refund or adjust disputes credit due as a result of returned or claims directly with account debtors for amounts and upon terms which it considers advisable, damaged or defective merchandise and (ii) notify account debtors on the such extensions of time to pay amounts due in respect of Receivables and such other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments modifications of payment terms or settlements in respect thereof of Receivables as shall be made directly commercially reasonable under the circumstances, all in accordance with such Grantor’s ordinary course of business consistent with its collection practices as in effect from time to TBCCtime. If an Event The costs and expenses of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredcollection, or that Borrower has failed to deliver whether incurred by such Grantor, the proceeds of Receivables or other Collateral to TBCC as required by this Agreement Agent or any other Loan DocumentSecured Party, Borrower hereby irrevocably authorizes shall be paid by the Grantors. (e) Such Grantor shall promptly inform the Collateral Agent in writing of any disputes with any obligor under any Receivable and appoints TBCCof any claimed offset and counterclaim in respect of any Receivable that may be asserted with respect thereto involving, in each case, $250,000 or any Person TBCC may designatemore, as its attorney-in-factwhere such Grantor reasonably believes that the likelihood of payment by such account debtor is materially impaired, at Borrower's sole cost and expense, to exerciseindicating in detail the reason for the dispute, all of claims relating thereto and the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied amount in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowercontroversy.

Receivables. Upon the occurrence and during the continuance of an Event ------------ of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly All of the Accounts Receivable reflected on the Latest Balance Sheet are and all of the Accounts Receivable reflected on the Final Closing Balance Sheet will be (i) properly reflected on the Company's books and records in accordance with account debtors for amounts and upon terms which it considers advisableGAAP, and (ii) notify account debtors bona fide Accounts Receivable incurred in the ordinary course of business and (iii) valid Accounts Receivable (subject to no counterclaims, deduction, credit or offset), except to the extent of the allowance for doubtful accounts. (ii) The amount of the allowance for doubtful accounts reflected on the Receivables Latest Balance Sheet is and the allowance for doubtful accounts on the Final Closing Balance Sheet will be computed in accordance with GAAP and the Company's historic practices and procedures. (iii) As of the date hereof, no Person has, and as of the Closing Date, no Person will have, any Lien on any Accounts Receivable or any part thereof, and no agreement by Company or any Subsidiary for deduction, free services or goods, discount or other Collateral that the Receivables and Collateral deferred price or quantity adjustment will have been assigned made with respect to TBCCany such Accounts Receivable, except for such agreements made between Buyer and that payments in its lenders with respect thereof to the financing of the transactions contemplated hereby. (iv) As used herein, "Accounts Receivable" shall be made directly to TBCC. If an Event of Default has occurred mean all accounts and is continuing or TBCC reasonably believes in good faith that fraud has occurredcommissions receivable, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exerciseincluding without limitation, all of the following powerstrade accounts receivable, which are coupled with an interest notes receivable from customers, vendor credits and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any accounts receivable from employees and all checksother obligations from customers with respect to sales of goods or services, notes, drafts, and other documents whether evidenced or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed not evidenced by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowernote.

Receivables. Upon (a) The names of the obligors, amounts owing, due dates and other information with respect to the Receivables are and will be correctly stated in all records of the Loan Party relating thereto and in all invoices and collateral reports with respect thereto furnished to Lender by the Loan Party from time to time. As of the time when each Receivable arises, the Loan Party shall be deemed to have represented and warranted that such Receivable, and all records relating thereto, are genuine and in all material respects what they purport to be. The Loan Parties will deliver to Lender immediately upon its request after the occurrence and during the continuance continuation of an Event of Default duplicate invoices with respect to each Account or other Receivable of the Loan Parties bearing such language of assignment as Lender shall specify. (b) Except as otherwise provided in this Agreement, each Loan Party will collect and enforce, at the Loan Party’s sole expense, all amounts due or hereafter due to such Loan Party under the Receivables. No Loan Party will make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable, except that, prior to the occurrence of an Event of Default, or at any time that TBCC believes the Loan Parties may reduce the amount of Accounts arising from the sale of Inventory in good faith that fraud has occurred or that Borrower has failed to deliver accordance with their present policies and in the proceeds ordinary course of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Documentbusiness. (c) Other than arising from the sale of Inventory in the ordinary course of business consistent with past practices, TBCC may if (i) settle any discount, credit or adjust disputes agreement to make a rebate or claims directly with account debtors for amounts and upon terms which it considers advisable, and to otherwise reduce the amount owing on a Receivable exists or (ii) notify account debtors if, to the knowledge of any Loan Party, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to a Receivable, the applicable Loan Party will promptly disclose such fact to Lender in writing. (d) With respect to Receivables constituting Accounts, except as specifically disclosed on the Receivables most recent collateral report, (i) all Accounts are Eligible Accounts; (ii) to Loan Party’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on the Loan Party’s books and other Collateral that the Receivables records and Collateral have been assigned to TBCCany invoices, statements and that payments in collateral reports with respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, thereto or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or might result in any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied material adverse change in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designateAccount Debtor’s financial condition; and (Ciii) to take the Loan Party has not received any notice of proceedings or bringactions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor’s financial condition. (e) Lender may, at any time, in Lender’s own name, in the name of TBCC a nominee of Lender, or Borrowerin the name of the Loan Party communicate (by mail, all stepstelephone, actionsfacsimile or otherwise) with the Account Debtors of the Loan Party, suits or proceedings deemed by TBCC necessary or desirable parties to enforce or effect collection contracts with the Loan Party and obligors in respect of Receivables Instruments of the Loan Party to verify with such Persons, to Lender’s satisfaction, the existence, amount, terms of, and any other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowermatter relating to, Receivables.

Receivables. Upon With respect to each Pool Receivable sold or otherwise transferred by the occurrence and during Originator to the continuance Borrower under the Transfer Agreement, on the date of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may such sale: (i) settle Such Receivable was sold or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and otherwise transferred by the Originator to the Borrower pursuant to the Transfer Agreement on the relevant Transfer Date. (ii) notify Such Receivable, to the extent designated as an Eligible Receivable in the Monthly Report last delivered before the relevant Transfer Date, was an Eligible Receivable as of the last day of the period covered by such Monthly Report, and the Outstanding Balance of each such Eligible Receivable as of the last day of the period covered by such Monthly Report was accurately set forth on such Monthly Report. (iii) The Borrower has received each Receivable as a sale and absolute conveyance from the Originator in exchange for an amount that constitutes fair consideration and reasonably equivalent value therefor. No sale (x) has been made for or on account debtors on of an antecedent debt owed by the Receivables and other Collateral Originator to the Borrower or (y) has been made with the intent to hinder, defraud or delay any present or future creditors of the Originator or the Borrower. (iv) Except for general knowledge that the Receivables and Collateral have been assigned are subject to TBCCordinary course dilution consistent with Standard Business Practices, and the Borrower has no actual knowledge of any fact (including any defaults by the Obligor under any Receivable) that causes it to expect that any payments on any Receivable designated as an Eligible Receivable in respect thereof any Borrowing Base Certificate will not be paid in full when due. (v) No payment by an Obligor to the Borrower (or to the Originator for the account or benefit of the Borrower) under any Eligible Receivable is subject to a deduction or withholding for any Tax or if an Obligor is required by any Requirement of Law to deduct any Tax from such a payment, then, pursuant to the Contract under which the Eligible Receivable arose, the sum payable to the Borrower (or to the Originator for the benefit of the Borrower) shall be made directly to TBCC. If an Event of Default has occurred and is continuing increased as necessary so that after the Obligor makes all required deductions or TBCC reasonably believes in good faith that fraud has occurred, withholding (including deductions or that withholding for any additional amounts paid for any reduction or withholding for any tax) the Borrower has failed to deliver (or the proceeds of Receivables Originator for the account or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all benefit of the following powers, which are coupled with Borrower) receives an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating amount equal to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to sum it would have received had no such address as TBCC may designate; and (C) to take deductions or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerwithholding been made.

Receivables. Upon (a) Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to the Collateral Agent and the other Secured Parties that no Receivable is evidenced by an Instrument or Chattel Paper that has not been delivered to the Collateral Agent. (b) Each Grantor hereby covenants and agrees that: (i) It shall maintain adequate records of its Receivables and shall mark conspicuously, in form and manner reasonably satisfactory to xxe Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables owned or held by it or on its behalf (other than any delivered to the Collateral Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Collateral Agent has a security interest therein. (ii) It will not, without the Collateral Agent's prior written consent acting at the direction of the Applicable Representative (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices and in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense. In connection with such collections and exercise, at any time during the continuation of a Default, it shall take such action as it or the Collateral Agent, acting at the direction of the Applicable Representative or, after the occurrence and during the continuance of an Event of Actionable Default, or Majority Creditors, may reasonably deem necessary. Notwithstanding the foregoing, at any time that TBCC believes during the continuation of a Default, the Collateral Agent shall have the right at any time to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Collateral Agent's security interest therein, and in good faith that fraud has occurred or that Borrower has failed to deliver addition, the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may Agent may: (i) settle direct such Account Debtor to make payment of all amounts due or adjust disputes or claims to become due to such Grantor thereunder directly with account debtors for amounts and upon terms which it considers advisable, to the Collateral Agent and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-factenforce, at Borrower's sole the cost and expenseexpense of such Grantor, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower collection thereof and to notify postal authorities to change adjust, settle or compromise the address for delivery thereof to such address as TBCC may designate; and (C) to take amount or bringpayment thereof, in the name same manner and to the same extent as such Grantor would be able to have done. If the Collateral Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of TBCC its other funds or Borrowerproperty but shall be held separate and apart therefrom, all stepsshall be held in trust for the benefit of the Collateral Agent hereunder and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary indorsement), actionsand such Grantor shall not grant any extension of the time of payment thereof, suits compromise, compound or proceedings deemed by TBCC necessary settle the same for less than the full amount thereof, release the same, wholly or desirable partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to enforce keep in full force and effect any Supporting Obligation or effect collection Collateral Support relating to any Receivable. (v) During the continuance of Receivables and other an Acceleration Default, at the request of the Collateral Agent acting at the direction of the Applicable Representative, or file and sign Borrower's name during the continuance of an Actionable Default, acting at the direction of Majority Creditors, it shall direct each Account Debtor to make payment on each Receivable to a proof of claim in bankruptcy Blocked Account or similar document against any obligor of Borrowerthe Concentration Account.

Receivables. Upon (a) Other than in the occurrence ordinary course of business consistent with its past practice, such Grantor shall not (i) grant any extension of the time of payment of any Receivable that is included in the Collateral, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable that is included in the Collateral or (v) amend, supplement or modify any Receivable that is included in the Collateral in any manner that could adversely affect the value thereof. (b) Such Grantor shall deliver to the Collateral Trustee a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 7.5% of the aggregate amount of the then outstanding Receivables that are included in the Collateral. (c) Each Grantor shall perform and during comply in all material respects with all of its obligations with respect to the continuance Receivables that are included in the Collateral. (d) Each Grantor shall keep and maintain at its own cost and expense complete records of an Event each Receivable that is included in the Collateral, in a manner consistent with prudent business practice, including records of Defaultall payments received, or credits granted thereon, advances paid, advances recouped, advances not recouped and all other documentation relating thereto. (e) Each Grantor shall legend, at the request of the Collateral Trustee made at any time that TBCC believes after the occurrence of any Secured Debt Default under any Secured Debt Document and in good faith that fraud has occurred or that Borrower has failed form and manner reasonably satisfactory to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan DocumentTrustee, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables that are included in the Collateral and the other books, records and documents of such Grantor evidencing or pertaining to the Receivables that are included in the Collateral with an appropriate reference to the fact that the Receivables and that are included in the Collateral have been assigned to TBCC, the Collateral Trustee for the benefit of the Secured Parties and that payments the Collateral Trustee has a security interest therein for the benefit of the Secured Parties. (f) No Grantor shall rescind or cancel any indebtedness evidenced by any Receivable that is included in the Collateral or modify any term thereof or make any adjustment with respect thereof shall be made directly to TBCC. If an Event thereto except in the ordinary course of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredbusiness consistent with prudent business practice, or extend or renew any such indebtedness except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable that Borrower has failed is included in the Collateral or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Trustee. Each Grantor shall timely fulfill all obligations on its part to deliver be fulfilled under or in connection with the proceeds Receivables that are included in the Collateral in a manner consistent with Good Utility Practices. (g) Each Grantor shall cause to be collected from the account debtor of each of the Receivables or other that are included in the Collateral, as and when due in the ordinary course of business consistent with prudent business practice (including Receivables that are delinquent, such Receivables that are included in the Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled be collected in accordance with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrowergenerally accepted commercial collection procedures), any and all checks, notes, draftsamounts owing under or on account of such Receivable that is included in the Collateral, and other documents or instruments relating apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Grantor may, with respect to any Receivable that is included in the Collateral; , allow in the ordinary course of business such extensions of time to pay amounts due in respect of Receivables that are included in the Collateral and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable under the circumstances, all in accordance with such Grantor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (Bincluding attorneys’ fees) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bringcollection, in any case, whether incurred by any Grantor, the name of TBCC Collateral Trustee or Borrowerany other Secured Party, all steps, actions, suits or proceedings deemed shall be paid by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerthe Grantors.

Receivables. Upon With respect to each Odyssey Sold Receivable ----------- designated as an Eligible Receivable in any Investment Base Certificate delivered on or after the occurrence and during the continuance Transfer Date of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may such Odyssey Sold Receivable: (i) settle or adjust disputes or claims directly with account debtors such Receivable satisfies the criteria for amounts and upon terms which it considers advisable, and an Eligible Receivable; (ii) notify account debtors prior to its Transfer to CGS such Receivable was owned by Odyssey free and clear of any Adverse Claim (other than Permitted Encumbrances), and Odyssey had the full right, power and authority to sell, contribute, assign, transfer and pledge its interest therein as contemplated under this Agreement and the other Related Documents and, upon such Transfer, CGS will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in such Receivable, free and clear of any Adverse Claim and, following such Transfer, such Receivable will not be subject to any Adverse Claim as a result of any action or inaction on the Receivables part of Odyssey; (iii) the Transfer of each such Receivable pursuant to this Agreement and other Collateral that the Receivables Assignment executed by Odyssey constitutes, as applicable, a valid sale, contribution, transfer, assignment, setover and Collateral conveyance to CGS of all right, title and interest of Odyssey in and to such Receivable; and (iv) Odyssey has no knowledge of any fact (including any defaults by the Obligor thereunder on any other Receivable) that would cause it or should have been assigned caused it to TBCCexpect that any payments on such Receivable will not be paid in full when due or to expect any other Material Adverse Effect. The representations and warranties described in this Section 4.01 shall survive ------------ the Transfer of the Odyssey Sold Receivables to CGS, any subsequent assignment of the Odyssey Sold Receivables by CGS, and that payments in respect thereof shall be made directly to TBCC. If an Event the termination of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any and the other Loan Document, Borrower hereby irrevocably authorizes Related Documents and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of shall continue until the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied indefeasible payment in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerOdyssey Sold Receivables.

Receivables. Upon (a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Lender. (b) Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables. (c) Each Borrower’s chief executive office is located at the address set forth on Schedule 4.14(c) hereto. Until written notice is given to Lender by Borrowing Representative of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office. (d) On the Closing Date, each Borrower and MPAV shall establish a lock-box account (the “Lock-Box Account”) pursuant to a lock-box agreement, to be in form and substance satisfactory to Lender (the “Lock-Box Agreement”) with the Bank, any Lender or any other financial institution as is acceptable to the Lender (a “Lock-Box Bank”) in which all Customers shall be directed by the Borrower and MPAV to directly remit all payments on their Receivables. All available amounts on deposit in each Lock-Box Account first be used to pay the principal of all outstanding Revolving Advances with any remaining balance to be transferred on a daily basis by wire transfer of immediately available funds to any Pledged Account (as defined below) with the Bank and designated by the Borrowers, provided, that, during the continuance of any Event of Default the Lender shall have the right to send a notice to the Bank that an Event of Default exists and to instruct the Bank to follow the instructions of the Lender as to the disposition of all of the funds in the Lock-Box Account and upon giving such notice the Lender shall have the right to apply all funds in the Lock-Box Account to the Obligations in such manner as the Lender shall elect. Unless otherwise agreed to by the Lender, the Lock-Box Bank shall acknowledge and agree, pursuant to its respective Lock-Box Agreement, that all payments and deposits made to the Lock-Box Account of such Lock-Box Bank are the sole and exclusive property of Lender, for the benefit of itself, the Bank, the Issuers and the Lender, that each of such Lock-Box Bank a has no right to setoff against its Lock-Box Account, as the case may be, except as expressly provided in its respective Lock-Box Agreement, and that such Lock-Box Bank will apply and disburse the available funds in the Lock-Box Account as aforesaid. Each Borrower agrees that all payments, whether by cash, check, wire transfer or any other instrument on deposit in the Lock-Box Account shall be the sole and exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein or in any Lock-Box Account. None of the Bank, Lender, any Issuer or any Lender assumes any responsibility for such Lock Box Account (unless such Person shall also be the applicable Lock-Box Bank and in such event only as set forth in the applicable Lockbox Account Agreement), including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Each Borrower shall notify all Customers of such Borrowers to remit directly all payments constituting proceeds of Collateral to an applicable Lock-Box Account in the form received. All such payments, whether by cash, check, wire transfer or other instrument, made to each Lock-Box Account, shall be the exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein. Except for deposit accounts, which, in the aggregate do not contain more than $100,000 at any given time, the Borrowers shall not, without obtaining the prior consent of the Lender, establish any deposit accounts, other than the Lock-Box Accounts, pursuant to which payments on account of Receivables are made to or on behalf of any of the Borrowers. In addition, the Borrowers shall not modify in any respect, without the prior consent of the Lender, any Lock-Box Agreement or other arrangement relating to the Lock-Box Account. (e) In addition to the requirements set forth in subsection (d) above, not later than the Closing Date, each Borrower shall have caused all Deposit Accounts (other than deposit accounts, which, in the aggregate do not contain more than $100,000 at any given time) existing on the Closing Date other than any constituting a Lockbox Account (herein, a “Pledged Account”), to be made the subject of a tri-party agreement among such Borrower, the bank having such Pledged Account and Lender, to be in form and substance satisfactory to Lender (a “Pledged Account Agreement”), pursuant to which the pledge of such Pledged Account and all funds on deposit therein to Lender as security for the payment and performance of all Obligations shall be established and confirmed. The Borrower shall have the right to withdraw funds and otherwise give instructions to such Pledged Accounts provided that such tri-party agreements shall provide that the Lender shall have the right to send a notice to such bank, pursuant to such tri-party agreement, that an Event of Default exists and to instruct such bank to follow the instructions of the Lender as to the disposition of the funds in the Pledged Account and upon giving such notice the Lender shall have the right to apply all funds in such Pledged Account to the Obligations in such manner as the Lender shall elect. In addition to any other rights provided for herein, the Lender shall have the right to have monies in any Pledged Account with the Bank applied to the payment of any Obligations then due and payable. (f) Notwithstanding terms of subsection (d) above, but in addition thereto, if and to the extent that (i) Customers remit any payments on account of the Receivables of the Borrowers directly to any of them or (ii) any Customer is prohibited by law to remit payments to a given Lock-Box Account (due to such Lock-Box Account’s location outside the state where such Customer is located or otherwise), or (iii) any Customer pays cash to Borrower for any Inventory or other Collateral, then, such payments shall be held by the Borrowers in trust for the Lender, on behalf of itself, the Bank, the Issuers and the Lender, and shall, promptly upon receipt thereof, be sent via overnight delivery service for deposit in the same form received into the Lock-Box Account. (g) All available amounts deposited in the Lock-Box Account from time to time shall be applied to the principal amount of the Revolving Advances (nothing contained in this sentence shall be interpreted or construed to limit the right of the Lender to apply the said amounts to all of the Obligations if an Event of Default then exists). Each prepayment of a Revolving Advance pursuant to this Section shall be applied, first, to the payment of Domestic Rate Loans and second, to the payment of Eurodollar Rate Loans. If sufficient funds are not available to fund all payments then to be made in respect of any Obligations, the available funds being applied with respect to such Obligations shall be allocated to the payment of such Obligations ratably, in such order and manner as Lender shall elect, and Borrowers shall continue to be liable for any deficiency. (h) If at any time Lender determines that any funds held in the Lock-Box Account are subject to the Lien of any Person, other than the Lender as herein provided, (a) Borrowers agree, forthwith upon demand by Lender, to pay to Lender as additional funds to be deposited and held in a Pledged Account, an amount equal to the amount of funds subject to such Lien, or (b) if no such payment is made, Lender shall establish sufficient reserves in the amount of such funds. (i) At any time following the occurrence and during the continuance of an Event of Default, or at Lender shall have the right to send notice of the assignment of, and Lender’s security interest in, the Receivables to any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement and all Customers or any other Loan Documentthird party holding or otherwise concerned with any of the Collateral. Thereafter, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableLender shall have the sole right to collect the Receivables, and (ii) notify account debtors on take possession of the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredCollateral, or that Borrower has failed both. Lender’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telecopy, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to deliver Borrowers’ Account and added to the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of Obligations. (j) Lender shall have the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) right to receive, take, endorse, sign, assign and deliver, all and/or deliver in the name of TBCC Lender or Borrower, any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Lender or Lender’s designee as such Borrower’s attorney with power at any time hereafter (i) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Borrower’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and other verifications of Receivables; (iii) in Lender’s Credit judgment, to send verifications of Receivables to any Customer; and (iv) to sign such Borrower’s name on any documents or instruments relating deemed necessary or appropriate by Lender to preserve, protect, or perfect Lender’s interest in the Collateral and to file same. Following the occurrence and during the continuance of an Event of Default, and during its continuation, each Borrower shall hereby constitute Lender or Lender’s designee as such Borrower’s attorney with additional power (i) to demand payment of the Receivables; (ii) to enforce payment of the Receivables by legal proceedings or otherwise; (iii) to exercise all of Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Biv) to settle, adjust, compromise, extend or renew the Receivables; and (v) to settle, adjust or compromise any legal proceedings brought to collect Receivables. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default, to change the address for delivery of mail addressed to any Borrower to such address as Lender may designate and to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address any Borrower. (k) Lender shall not, under any circumstances or in any event whatsoever, have any liability for delivery thereof to such address as TBCC may designate; and (C) to take any error or bring, omission or delay of any kind occurring in the name settlement, collection or payment of TBCC any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom, except for any such errors or omissions or delays of any kind determined by a court of competent jurisdiction in a final proceeding to have resulted primarily from Lender’s gross (not mere) negligence or willful misconduct. Following the occurrence and during the continuance of an Event of Default, Lender may, without notice or consent from any Borrower, xxx upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. Lender is authorized and empowered to accept following the occurrence and during the continuance of an Event of Default the return of the goods represented by any of the Receivables, without notice to or consent by any Borrower, all stepswithout discharging or in any way affecting any Borrower’s liability hereunder. (l) No Borrower will, actionswithout Lender’s consent, suits compromise or proceedings deemed by TBCC necessary adjust any material amount of the Receivables (or desirable to enforce extend the time for payment thereof) or effect collection accept any material returns of Receivables merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and other Collateral or file and sign Borrower's name on a proof allowances as have been heretofore customary in the business of claim in bankruptcy or similar document against any obligor of such Borrower. (m) Notwithstanding the fact that MPAV is not a signatory to this Agreement, Sections 4.14 and 4.15 shall apply to MPAV (and references to the Borrower in such Sections shall be deemed to include MPAV as well), as if they were a party hereto, and MPAV, by execution of its Guaranty, shall be deemed to have made the same representations and warranties made by the Borrowers hereunder relating to such sections.

Receivables. Upon (i) All of Borrower's present and future accounts, contract rights, receivables, promissory notes and other instruments, chattel paper and general intangibles, including all intellectual property; (ii) all present and future customer lists of Borrower; (iii) all present and future tax refunds of Borrower and all present and future rights of Borrower to refunds or returns of prepaid expenses, including unearned insurance premiums; (iv) all present and future judgments, orders, awards and decrees in favor of Borrower and causes of action in favor of Borrower; (v) all present and future claims, rights of indemnification and other rights of Borrower under or in connection with any contracts or agreements to which Borrower is or becomes a party or third party beneficiary, including letters of credit (and the occurrence proceeds thereof) issued or assigned for the benefit of Borrower; (vi) all goods previously or hereafter returned, repossessed or stopped in transit, the sale, lease or other disposition of which contributed to the creation of any account, instrument or chattel paper of Borrower; (vii) all present and during the continuance future rights of Borrower as an Event unpaid seller of Defaultgoods, including rights of stoppage in transit or reclamation; (viii) all rights which Borrower may now or at any time that TBCC believes in good faith that fraud has occurred hereafter have, by law or that Borrower has failed to deliver the proceeds of Receivables agreement, against any account debtor or other Collateral to TBCC as required obligor of Borrower and all rights, liens and security interests which Borrower may now or at any time hereafter have, by this Agreement law or agreement, against any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with property of any account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables debtor or other Collateral obligor of Borrower; (ix) all present and future interests and rights of Borrower, including rights to TBCC as required by this Agreement the payment of money, under or any other Loan Document, in connection with all present and future leases and subleases of real or personal property to which Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designateis a party, as its attorney-in-factlessor, at Borrower's sole cost sublessor, lessee or sublessee; (x) all other present and expensefuture contingent and noncontingent rights of Borrower to the payment of money for any reason whatsoever, to exercisewhether arising in contract, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: tort or otherwise; (Axi) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents payments on account of the “Earnout Amount” hereafter paid or instruments relating payable to Borrower pursuant to the Collateral; terms of that certain Asset Purchase Agreement dated July 10, 2009 (Bthe “Purchase Agreement”) to receivebetween Borrower as seller and NCS Technologies, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address Inc., a Virginia corporation, as TBCC may designatebuyer; and (Cxii) to take all deposit accounts now or bringhereafter maintained or established by, for or on behalf of Borrower with any bank or other person, and all balances of funds now or hereafter on deposit in the name of TBCC or Borrowerall such accounts, including, without limitation, all stepschecking accounts, actionscollection accounts, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables lockbox accounts, disbursement accounts and other Collateral or file concentration accounts; and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor (xii) all present and future cash of Borrower.

Receivables. Upon (a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower's standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Lender. (b) Each Customer, to the best of each Borrower's knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables. (c) Each Borrower's chief executive office is located at the addresses set forth on Schedule 4.14(c) hereto. Until written notice is given to Lender by Borrowing Representative of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office. (d) As soon as practicable after, but not later than thirty (30) days after the Closing Date, each Borrower shall establish a lock-box account (the "Lock-Box Account") pursuant to a lock-box agreement, to be in form and substance satisfactory to Lender (the "Lock-Box Agreement") with the Bank, any Lender or any other financial institution as is acceptable to the Lender (a "Lock-Box Bank") in which all Customers shall directly remit all payments on their Receivables. Pending establishment of the Lock-Box Accounts and Concentration Accounts, as provided hereinabove, not later than the Closing Date, Borrower shall have entered into one or more agreements ("Blocked Account Agreements"), to be in form and substance satisfactory to Lender, with the Bank, any Lender or any other financial institution as is acceptable to the Lender (a "Blocked Account Bank") pursuant to which all remittances on Borrower's Receivables shall be deposited in one or more "blocked deposit accounts ("Blocked Accounts"), to be paid over and delivered to Lender for application to the Obligations by the Blocked Account Banks. In such regard, for purposes of this Section 4.14, in respect of any Blocked Account substituted temporarily for the Lock-Box Account, any such Blocked Account Bank shall be treated the same as a Lock-Box Bank and any such Blocked Account shall be treated the same as the Lock-Box Account. All amounts on deposit in each Lock-Box Account once established, shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. Unless otherwise agreed to by the Lender, the Lock-Box Bank and the Concentration Bank shall acknowledge and agree, pursuant to its respective Lock-Box Agreement, that all payments and deposits made to the Lock-Box Account of such Lock-Box Bank or the Concentration Account (in the case of the Concentration Bank) are the sole and exclusive property of Lender, for the benefit of itself, the Bank, the Issuers and the Lender, that each of such Lock-Box Bank and the Concentration Bank has no right to setoff against its Lock-Box Account or the Concentration Account, as the case may be, except as expressly provided in its respective Lock-Box Agreement, and that such Lock-Box Bank will wire transfer immediately available funds in a manner satisfactory to Lender, funds deposited into its Lock-Box Account to the Concentration Account on a daily basis as soon as such funds are collected. Each Borrower agrees that all payments, whether by cash, check, wire transfer or any other instrument on deposit in the Lock-Box Account or the Concentration Account shall be the sole and exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein or in any Lock-Box Account or Concentration Account unless and until this Agreement is terminated in accordance with its terms and all Obligations are fully paid and satisfied in connection therewith. None of the Bank, Lender, any Issuer or any Lender assumes any responsibility for such Lock Box Account or Concentration Account (unless such Person shall also be the applicable Lock-Box Bank or Concentration Bank and in such event only as set forth in the applicable Concentration Account Agreement), including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Borrower shall notify all Customers of Borrowers to remit directly all payments constituting proceeds of Collateral to an applicable Lock-Box Account in the form received. All such payments, whether by cash, check, wire transfer or other instrument, made to each Lock-Box Account, shall be the exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein unless and until this Agreement is terminated in accordance with its terms and all Obligations are fully paid and satisfied in connection therewith. The Borrowers shall not, without obtaining the prior consent of the Lender, establish any accounts, other than the Lock-Box Accounts and the Concentration Account, pursuant to which payments on account of Receivables are made to or on behalf of any of the Borrowers. In addition, the Borrowers shall not modify in any respect, without the prior consent of the Lender, any Lock-Box Agreement or other arrangement relating to the Lock-Box Account or the Concentration Account. (e) In addition to the requirements set forth in subsection (d) above, not later than the Closing Date, each Borrower shall have caused all Deposit Accounts existing on the Closing Date other than any constituting a Lockbox Account or a Blocked Account (herein, a "Pledged Account"), to be made the subject of a tri-party agreement among such Borrower, the bank having such Pledged Account and Lender, to be in form and substance satisfactory to Lender (a "Pledged Account Agreement"), pursuant to which the pledge of such Pledged Account and all funds on deposit therein to Lender as security for the payment and performance of all Obligations shall be established and confirmed. (f) Notwithstanding terms of subsection (d) above, but in addition thereto, if and to the extent that (i) Customers remit any payments on account of the Receivables of the Borrowers directly to any of them or (ii) any Customer is prohibited by law to remit payments to a given Lock-Box Account (due to such Lock-Box Account's location outside the state where such Customer is located or otherwise), or (iii) any Customer pays cash to Borrower for any Inventory or other Collateral, then, such payments shall be held by the Borrowers in trust for the Lender, on behalf of itself, the Bank, the Issuers and the Lender, and shall, promptly upon receipt thereof, be sent via overnight delivery service for deposit in the same form received (i.e., if received as a check, then such check shall be the "same form") into the Lock-Box Account. (g) All amounts deposited in the Concentration Account from time to time shall be applied to the Obligations upon (i) final collection thereof and (ii) their transfer from the Concentration Bank to the Lender in accordance with this subsection, effective on the Business Day that each such payment is received (such date being called herein the "Application Date"). For purposes of the preceding sentence, the Lender shall be deemed to have received a payment from the Concentration Bank on a particular Business Day only if it receives by wire transfer the same prior to 2:00 p.m. on such Business Day or, if received after such time, on the next following Business Day. Lender is not, however, required to credit Borrowers' Account for the amount of any item of payment which is unsatisfactory to Lender and Lender may charge Borrowers' Account for the amount of any item of payment which is returned to Lender unpaid. The Lender shall apply all amounts deposited in the Concentration Account as provided in Section 16.4 or, as applicable, Section 12.2. If sufficient funds are not available to fund all payments then to be made in respect of any Obligations, the available funds being applied with respect to such Obligations shall be allocated to the payment of such Obligations ratably, in such order and manner as Lender shall elect, and Borrowers shall continue to be liable for any deficiency. (h) If at any time Lender determines that any funds held in the Lock-Box Account or the Concentration Account are subject to the Lien of any Person, other than the Lender as herein provided, (a) Borrowers agree, forthwith upon demand by Lender, to pay to Lender as additional funds to be deposited and held in the Concentration Account, an amount equal to the amount of funds subject to such Lien, or (b) if no such payment is made, Lender shall establish sufficient reserves in the amount of such funds. (i) At any time following the occurrence and during the continuance of an Event of Default or a Default, or at Lender shall have the right to send notice of the assignment of, and Lender's security interest in, the Receivables to any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement and all Customers or any other Loan Documentthird party holding or otherwise concerned with any of the Collateral. Thereafter, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableLender shall have the sole right to collect the Receivables, and (ii) notify account debtors on take possession of the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredCollateral, or that Borrower has failed to deliver both. Lender's actual collection expenses, including, but not limited to, stationery and postage, telephone and telecopy, secretarial and clerical expenses and the proceeds salaries of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expensecollection personnel used for collection, to exercisethe extent incurred in Lender's Credit Judgment, all of may be charged to Borrowers' Account and added to the following powers, which are coupled with an interest and are irrevocable, until all of Obligations. (j) Lender shall have the Obligations have been indefeasibly paid and satisfied in full in cash: (A) right to receive, take, endorse, sign, assign and deliver, all and/or deliver in the name of TBCC Lender or Borrower, any Borrower any and all checks, notes, drafts, drafts and other documents or instruments for the payment of money relating to the Collateral; (B) to receiveReceivables, open and dispose each Borrower hereby waives notice of all mail addressed to presentment, protest and non-payment of any instrument so endorsed. Each Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.hereby

Receivables. Upon (a) At any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. At any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be added to the Obligations. (b) Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver following the proceeds occurrence of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cashDefault: (A) to receive, take, endorse, sign, assign and deliver, all in demand payment of the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateralreceivables; (B) to receive, open and dispose enforce payment of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designatereceivables by legal proceedings or otherwise; and (C) to take or bring, in exercise all of such Borrower’s rights and remedies with respect to the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables the receivables and any other Collateral Collateral; (D) to sxx upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect receivables; (F) to prepare, file and sign such Borrower's ’s name on a proof of claim in bankruptcy or similar document against any obligor Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the receivables; (H) to accept the return of goods represented by any of the receivables; and (I) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. (c) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the receivables or any instrument received in payment thereof, or for any damage resulting therefrom. (d) No Borrower will, without Agent’s prior written consent, compromise or adjust any material amount of the receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.

Receivables. Upon (a) it shall keep and maintain at its own cost and expense satisfactory and complete records of the occurrence Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (b) other than in the ordinary course of business or as permitted by the Indenture Documents, following and during the continuance continuation of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle it shall not amend, modify, terminate or adjust disputes or claims directly with account debtors for amounts and upon terms waive any provision of any Receivable in any manner which it considers advisable, could reasonably be expected to have a material adverse effect on the value of such Receivable; and (ii) notify account debtors on it shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (c) at any time following the occurrence and during the continuation of an Event of Default, the Collateral Trustee shall have the right to notify, or require any Grantor to notify, any Account Debtor of the Collateral Trustee’s security interest in the Receivables and other any Supporting Obligation and, in addition, the Collateral that Trustee may: (1) direct the Account Debtors under any Receivables and to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustee; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been assigned directed to TBCC, make payment to remit all amounts representing collections on checks and that payments other payment items from time to time sent to or deposited in respect thereof shall be made such lockbox or other arrangement directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designateTrustee; and (C3) enforce, at the expense of such Grantor, collection of any such Receivables and to take adjust, settle or bringcompromise the amount or payment thereof, in the name same manner and to the same extent as such Grantor might have done. If the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of TBCC or BorrowerReceivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee and until so turned over, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or file and sign Borrower's name on a proof compromise the amount or payment of claim in bankruptcy any Receivable, or similar document against release wholly or partly any Account Debtor or obligor of Borrowerthereof, or allow any credit or discount thereon.

Receivables. Upon (a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Mortgagor Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to a loan made by Loan Party to such Mortgagor Customer or an absolute sale or lease and delivery of goods upon stated terms of a Loan Party, or work, labor or services theretofore rendered by a Loan Party as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Loan Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Loan Parties to Lender. (b) Each Mortgagor Customer, to the best of each Loan Party’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Mortgagor Customer is obligated in full when due or with respect to such Mortgagor Customers of any Loan Party who are not solvent such Loan Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables. (c) Each Loan Party’s chief executive office is located at the address set forth on Schedule 4.14(c) hereto. Until written notice is given to Lender by Borrower Representative of any other office at which any Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office. (d) On the Closing Date, each Loan Party shall have established one or more check scanners with Lender (“Scanners”) which shall be used for the sole and exclusive purpose of concentrating the collection of all remittances on Receivables and proceeds of other Collateral. All remittances confirmed by Scanners, once established, shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. (e) In addition to the requirements set forth in subsection (d) above, from and after the Closing Date, Loan Parties shall establish and maintain one or more additional Deposit Accounts of Loan Parties as blocked accounts (“Blocked Accounts” or a “Blocked Account”) pursuant to one or more agreements (“collectively, “Blocked Account Agreements” or a “Blocked Account Agreement”) with Bank or any other financial institution as is acceptable to Lender (collectively, “Blocked Account Banks” or a “Blocked Account Bank”) into which Loan Parties and Mortgage Customers shall remit payments on Receivables and other proceeds of Collateral. All amounts on deposit in a Blocked Account shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. Unless otherwise agreed to by Lender, each Blocked Account Bank shall acknowledge and agree pursuant to its respective Blocked Account Agreement that all payments and deposits made to its Blocked Account are the sole and exclusive property of Lender; for the benefit of itself and each other Lender Party; that such Blocked Account Bank has no right to set off against its Blocked Account except as expressly provided on its Blocked Account Agreement; that such Blocked Account Bank will wire transfer immediately available funds in a manner satisfactory to Lender all funds deposited in the Blocked Account to the Concentration Account (or another account designed by Lender) on a daily basis as soon as such funds are collected. Each Loan Party agrees that all payments, whether by cash, check, wire transfer or other instruments of deposit in each Blocked Account shall be the sole and exclusive property of Lender, for the benefit of itself and each other Lender Party, and that Loan Parties shall not have any right, title or interest therein or in any Blocked Account. None of the Bank, Lender, any Issuer or any Lender Party assumes any responsibility for such Blocked Account or Concentration Account (unless such Person shall also be the applicable Blocked Account Bank or Concentration Bank and in such event only as set forth in the applicable Blocked Account Agreement applicable thereto), including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Loan Party shall notify all Mortgagor Customers of Loan Parties to remit directly all payments constituting proceeds of Collateral to an applicable Blocked Account in the form received. All such payments, whether by cash, check, wire transfer or other instrument, made to each Blocked Account, shall be the exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and each other the Lender Party, and the Loan Parties shall not have any right, title or interest therein. The Loan Parties shall not, without obtaining the prior consent of the Lender, establish any accounts, other than the Blocked Accounts and the Concentration Account, pursuant to which payments on account of Receivables are made to or on behalf of any of the Loan Parties. Loan Parties shall not modify in any respect, without the prior written consent of Lender, any Blocked Account Agreement or any other arrangement relating to any Blocked Account. (f) In addition to the requirements set forth in subsections (d) and (e) above, each Loan Party shall cause all Deposit Accounts existing on the Closing Date or subsequently (with Lender’s approval) coming into existence, other than any constituting a Blocked Account (herein, a “Pledged Account”), to be made the subject of a tri-party agreement among such Loan Party, the bank having such Pledged Account and Lender, to be in form and substance satisfactory to Lender (a “Pledged Account Agreement”), pursuant to which the pledge of such Pledged Account and all funds on deposit therein to Lender as security for the payment and performance of all Obligations shall be established and confirmed. (g) All amounts deposited in the Concentration Account from time to time shall be applied to the Obligations upon (i) final collection thereof and (ii) their transfer from the Concentration Bank to the Lender in accordance with this subsection, effective on the Business Day that each such payment is received (such date being called herein the “Application Date”). For purposes of the preceding sentence, the Lender shall be deemed to have received a payment from the Concentration Bank on a particular Business Day only if it receives by wire transfer the same prior to 1:00 p.m. (New York time) on such Business Day or, if received after such time, on the next following Business Day. Lender is not, however, required to credit Borrower’s Account for the amount of any item of payment which is unsatisfactory to Lender and Lender may charge Borrower’s Account for the amount of any item of payment which is returned to Lender unpaid. The Lender shall apply all amounts deposited in the Concentration Account as provided in Section 16.4 or, as applicable, Section 12.2. Each prepayment of a Revolving Advance pursuant to this Section shall be applied, first, to the payment of Base Rate Loans and second, to the payment of LIBOR Rate Loans. If sufficient funds are not available to fund all payments then to be made in respect of any Obligations, the available funds being applied with respect to such Obligations shall be allocated to the payment of such Obligations ratably, in such order and manner as Lender shall elect, and Loan Parties shall continue to be liable for any deficiency. (h) If at any time Lender determines that any funds held in the Blocked Account, the Concentration Account or any Pledged Account are subject to the Lien of any Person, other than the Lender as herein provided, (a) Loan Parties agree, forthwith upon demand by Lender, to pay to Lender as additional funds to be deposited and held in the Concentration Account, an amount equal to the amount of funds subject to such Lien, or (b) if no such payment is made, Lender shall establish sufficient reserves in the amount of such funds. (i) At any time following the occurrence of an Event of Default or a Default, Lender shall have the right to send notice of the assignment of, and during Lender’s security interest in, the continuance Receivables to any and all Mortgagor Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Lender shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Lender’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telecopy, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrower’s Account and added to the Obligations. (j) Lender shall have the right to receive, endorse, assign and/or deliver in the name of Lender or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Loan Party hereby constitutes Lender or Lender’s designee as such Loan Party’s attorney with power at any time hereafter (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or bxxx of lading relating to any of the Receivables, drafts against Mortgagor Customers, assignments and verifications of Receivables; (iii) in Lender’s Permitted Discretion, to send verifications of Receivables to any Mortgagor Customer; and (iv) to sign such Loan Party’s name on any documents or instruments deemed necessary or appropriate by Lender to preserve, protect, or perfect Lender’s interest in the Collateral and to file same. Following the occurrence of a Default or an Event of Default, and during its continuation, each Loan Party shall hereby constitute Lender or Lender’s designee as such Loan Party’s attorney with additional power (i) to demand payment of the Receivables; (ii) to enforce payment of the Receivables by legal proceedings or otherwise; (iii) to exercise all of Loan Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (iv) to settle, adjust, compromise, extend or renew the Receivables; and (v) to settle, adjust or compromise any legal proceedings brought to collect Receivables. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done willfully or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Lender shall have the right at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver following the proceeds occurrence of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expenseDefault, to exercise, all change the address for delivery of the following powers, which are coupled with an interest mail addressed to any Loan Party to such address as Lender may designate and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address any Loan Party. (k) Lender shall not, under any circumstances or in any event whatsoever, have any liability for delivery thereof to such address as TBCC may designate; and (C) to take any error or bring, omission or delay of any kind occurring in the name settlement, collection or payment of TBCC any of the Receivables or Borrowerany instrument received in payment thereof, or for any damage resulting therefrom, except for any such errors or omissions or delays of any kind determined by a court of competent jurisdiction in a final proceeding to have resulted primarily from Lender’s gross (not mere) negligence or willful misconduct. Following the occurrence of an Event of Default or Default, Lender may, without notice or consent from any Loan Party, sxx upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. Lender is authorized and empowered to accept following the occurrence of an Event of Default or Default the return of the goods represented by any of the Receivables, without notice to or consent by any Loan Party, all stepswithout discharging or in any way affecting any Loan Party’s liability hereunder. (l) No Loan Party will, actionswithout Lender’s consent, suits compromise or proceedings deemed by TBCC necessary adjust any material amount of the Receivables (or desirable to enforce extend the time for payment thereof) or effect collection accept any material returns of Receivables merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and other Collateral or file and sign Borrower's name on a proof allowances as have been heretofore customary in the business of claim in bankruptcy or similar document against any obligor of Borrowersuch Loan Party.

Receivables. Upon the occurrence and during the continuance (a) Any list or schedule of an Event of Default, or Receivables delivered by Borrower to Lender at any time that TBCC believes shall be complete and shall contain an accurate aging of the Receivables listed. (b) At the time any Receivable becomes subject to a security interest in favor of Lender. Said Receivable shall be a good faith that fraud has occurred and valid account representing an undisputed, unconditional bona fide indebtedness incurred by the Account Debtor named therein for merchandise sold and delivered, or that if so indicated in the papers delivered to Lender, sold and shipped, or sold and held subject to delivery instructions, or for services theretofore fully performed by the Borrower has failed for said Account Debtor. There are and shall be no set-offs or counterclaims or rights of recoupment against any such Receivable; no agreement under which any deduction or discount may be claimed shall have been made with Borrower on any such Receivable except as indicated in a written list, statement, or invoice furnished to deliver Lender; and Borrower shall be the proceeds lawful owner of Receivables each such Receivable and shall have the right to subject the same to a first and prior security interest in favor of Lender, without limitation by any agreement or other Collateral document to TBCC as required which Borrower is a party or by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableis bound. No such Receivable shall have been or shall thereafter be sold, assigned or transferred to any person other than Lender or in any way encumbered except to Lender and no other person shall have proceeds claims thereto, and the Borrower shall defend the same against the claims and demands of all persons. (iic) notify account debtors on All statements made and all unpaid balances appearing in the Receivables invoices, documents and other Collateral that instruments representing or constituting any Receivable or in the Receivables and Collateral have been assigned to TBCCtitle retention or security agreement accompanying such Receivable, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all nature of the following powerstransaction as indicated, which are coupled with an interest true and correct and are irrevocable, until in all of the Obligations have been indefeasibly paid respects what they purport to be. All signatures and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any endorsements appear thereon are genuine and all checks, notes, drafts, signatories and other documents or instruments relating endorsers have full capacity to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowercontract.

Receivables. Upon All accounts, notes and mortgages receivable and premiums due and uncollected as reflected on the occurrence latest balance sheet included in the Financial Statements and during all accounts, notes and mortgages receivable and premiums due and uncollected arising subsequent to the continuance date of an Event such balance sheet (collectively, the "Accounts Receivable"): (a) represent valid obligations due to the Company enforceable in accordance with their respective terms and conditions; (b) are not subject to any defense, offset or counterclaim; and (c) subject only to a reserve for bad debts as set forth in the determination of Defaultthe Purchase Price Adjustment (the "Reserve"), or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may will be collected (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisablerespect to those Accounts Receivable set forth in Schedule 2.28, before the one hundred twentieth (120th) day following the Closing Date, and (ii) notify account debtors with respect to all other Accounts Receivable, before the ninetieth (90th) day following the Closing Date (the "Collection Period"). If the Buyer, through its exercise of commercially reasonable efforts consistent with the degree of effort and diligence exercised by the Buyer historically with respect to Accounts Receivable (not to include the institution of litigation or retention of any collection agency or person or entity providing similar services), shall not have collected, on or prior to the expiration of the Collection Period, any portion of the Accounts Receivable outstanding as of and on the Receivables and other Collateral that Closing Date less the Receivables and Collateral have been assigned to TBCCReserve (collectively, and that payments in respect thereof the "Uncollected Accounts"), the Seller shall be made directly liable to TBCC. If an Event the Buyer for the full amount of Default has occurred and is continuing or TBCC reasonably believes in good faith the Uncollected Accounts, provided, however, that fraud has occurred, or that Borrower has failed (a) the Buyer shall subsequently assign to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, Seller all of the following powersBuyer's right, which are coupled with an title and interest in and are irrevocableto any and all Uncollected Accounts, until including all of the Obligations Buyer's right in any action or cause of action against any account debtor for collection of any Uncollected Accounts, and (b) as of the date that the Buyer shall have been indefeasibly paid effected and satisfied in full in cash: notified the Seller of its assignment of the Uncollected Accounts, the Buyer shall not have agreed to forgive, redeem, offset or otherwise permit alternative payment arrangements for Uncollected Accounts with any account debtor. Such assignment must occur within forty-five (A45) days after the expiration of the Collection Period by written notice to receiveSellers, take, endorse, sign, assign and deliver, all in including the name of TBCC or Borrowerthe account debtor, any and all checksthe face amount of the receivable, notes, draftsthe date of invoice, and other documents copies of all documentation supporting such receivable. All Uncollected Accounts assigned in accordance with the procedure set forth above shall be an "Assigned Receivable." In the event that the Buyer provides products or instruments relating services to a customer of the Company after the execution of this Agreement, the revenue received by the Buyer from such customer shall first be applied to the Collateral; (B) satisfaction of any Uncollected Accounts for such customer that antedate the Closing and which have not been disputed by such customer, and then to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof receivable corresponding to such address as TBCC may designatepost-Closing products or services. The Sellers shall have the right to use commercially reasonable efforts to collect any Uncollected Accounts assigned to them; and (C) provided, that the Sellers shall not institute litigation to take or bringcollect any Uncollected Account without prior written notice to the Buyer. Notwithstanding anything contained herein to the contrary, Assigned Receivables shall be satisfied solely from the Escrow Fund in accordance with the name provisions of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerArticle 4.

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in to bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon All of the occurrence and during Receivables (whether reflected in the continuance Financial Statements or thereafter created or acquired by WAI or Team prior to the Effective Date), (a) have arisen in the normal course of an Event business of DefaultWAI or Team, (b) to the Stockholder's actual knowledge are not subject to any counterclaims, set-offs, allowances or discounts of any kind, except for counter claims set-offs , allowances, or at discounts which would not result in a Material Adverse Effect on a per item basis, and (c) have been, are and will be valid and generally collectible in the ordinary course of the Business; and the Stockholder has no knowledge of any time material or unusual risk of non-payment for any of the Receivables. Except as set forth on Schedule 4.10, WAI and Team have possession of all documents that TBCC believes represent the Receivables. Except for circumstances which would not result in good faith that fraud has occurred or that Borrower has failed to deliver a Material Adverse Effect on a per item basis, all the proceeds Receivables are genuine, valid, and legally binding obligations of Receivables or other Collateral to TBCC the borrowers thereunder, have been duly executed by a borrower of legal capacity and are enforceable in accordance with their terms, except as required enforcement thereof may be limited by this Agreement or any other Loan Document, TBCC may (i) settle bankruptcy, insolvency or adjust disputes other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding, in equity or claims directly with account debtors for amounts and upon terms which it considers advisableat law), (ii) state laws requiring creditors to proceed against the collateral before pursuing the borrower, and (iiiii) notify account debtors state laws on deficiencies, except where the invalidity or enforceability of Receivables would not have a Material Adverse Effect on a per item basis. Neither the operation of any of the terms of the Receivables, nor the exercise of any right thereunder has rendered the related security interest or note unenforceable, in whole or in part, or subjected it to any right of rescission, setoff, counterclaim or defense, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto. The instruments representing the Receivables are in compliance with applicable laws and regulations and accurately represent the principal, interest, payment and other Collateral that terms of the Receivables Receivables, except for circumstances which would not result in a Material Adverse Effect on a per item basis. For purposes hereof, the "Receivables" shall mean all finance receivables, accounts receivable, notes receivable and Collateral have been assigned other rights to TBCCreceive payment (including any related guaranties, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables security deposits or other Collateral to TBCC as required by this Agreement or any collateral therefor) under credit agreements, finance leases and other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all such agreements entered into in the name of TBCC or BorrowerBusiness, any and all checksincluding but not limited to those credit agreements, notes, drafts, finance leases and other documents agreements listed or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name described on a proof of claim in bankruptcy or similar document against any obligor of BorrowerSchedule 4.10 annexed hereto.

Receivables. Upon the occurrence and during the continuance of an ----------- Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as may be required by this Agreement from time to time or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly di-rectly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliverde-liver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities au-thorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary neces-sary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document docu-ment against any obligor of Borrower.

Receivables. (a) Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory or providing of services in accordance with its present policies and in the ordinary course of business. (b) Each Grantor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice. Each Grantor shall, at such Grantor’s sole cost and expense, upon the Collateral Agent’s written demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor). Upon the occurrence and during the continuance of an any Event of Default, the Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other comparable writings relating to the Receivables to and for the use by any Person that has acquired or at any time that TBCC believes is contemplating acquisition of an interest in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Receivables or the Collateral Agent’s security interest therein without the consent of any Grantor. (c) Except as otherwise provided in this Security Agreement, such Grantor will use commercially reasonable efforts to TBCC collect and enforce, as required by this Agreement and when due in the ordinary course of business and consistent with prudent business practice, at such Grantor's sole expense, all amounts due or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on hereafter due to such Grantor under the Receivables owned by it. (d) Such Grantor will deliver to the Collateral Agent immediately upon its request after the occurrence and other Collateral that during the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If continuation of an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed duplicate invoices with respect to deliver each Receivable owned by it bearing such language of assignment as the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerAgent shall specify.

Receivables. Upon (a) All of the occurrence Accounts Receivable reflected on the Balance Sheet are, and during all of the continuance of an Event of DefaultAccounts Receivable arising subsequent to the Balance Sheet Date through the Closing Date will be, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly properly reflected on the Sellers' books and records in accordance with account debtors for amounts and upon terms GAAP, (ii) bona fide Accounts Receivable of Sellers (regardless of the name in which it considers advisablesuch Accounts Receivable were billed) incurred in the ordinary course of business, and (iiiii) notify account debtors to the knowledge of Sellers and Principal, not subject to any counterclaims, deduction, credit or offset except to the extent of the allowance for doubtful accounts. (b) The amount of the allowance for doubtful accounts reflected on the Receivables Balance Sheet is, and the allowance for doubtful accounts on the balance sheet of the Business as of the Closing Date will be, computed in conformity with GAAP and the Company's historic practices and procedures. (c) Except as set forth on SCHEDULE 3.6.3 attached hereto, as of the date hereof, no Person has, and as of the Closing Date, no Person will have, any Lien on any Accounts Receivable or any part thereof, and no agreement by Sellers or Principal for deduction, free services or goods, discount or other Collateral that the Receivables and Collateral deferred price or quantity adjustment will have been assigned made with respect to TBCCany such Accounts Receivable. (d) As used herein, "Accounts Receivable" shall mean all accounts and commissions receivable reflected on Balance Sheet and arising in ordinary course of business after the Balance Sheet Date (including without limitation, all trade accounts receivable, vendor credits, and that payments in all other obligations from customers with respect thereof shall be made directly to TBCC. If an Event sales of Default has occurred and is continuing goods or TBCC reasonably believes in good faith that fraud has occurredservices, whether evidenced or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required not evidenced by this Agreement or any other Loan Documenta note), Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating but only to the Collateral; (B) extent that such Accounts Receivable have not been collected by Sellers' prior to receive12:01 a.m. on April 5, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower1999.

Receivables. Upon In respect of goods sold and delivered by VKSTD and/or MULCD to the occurrence Chargees after 31 July 1999, the Parties hereby agree that subject to the Chargors complying with Clauses 2.2 and during 2.4:- 2.3.1 the continuance Chargees shall set-off the Collected Receivables against the Funded Amount as and when such Collected Receivables are received by the Chargees; 2.3.2 the Chargees shall upon their receipt of an Event of Defaultthe payment for the aforesaid second instalment:- (a) pay to VKSTD and MULCD (as the case may be) the Collected Receivables (if any) less the Funded Amount (including all accrued interest); (b) assign and procure VKA and VKD to assign to IDWHK the VKA Receivables, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan DocumentVKD Receivables, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the VKHK Receivables and other Collateral that VKS Receivables provided that, for each amount collected by IDWHK (whether by way of cash, deduction, set-off or otherwise) in respect of any of the aforesaid VKA Receivables, VKD Receivables, VKHK Receivables and Collateral have been assigned VKS Receivables, IDWHK shall forthwith pay to TBCCthe Chargees the difference between that collected VKA Receivable, VKD Receivable, VKHK Receivable or VKS Receivable (as the case may be) and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of corresponding Uncollected Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; same goods supplied by VKSTD and/or MULCD that gave rise to that collected VKA Receivable, VKD Receivable, VKHK Receivable or VKS Receivable (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change as the address for delivery thereof to such address as TBCC case may designate; and (C) to take or bring, be); 2.3.3 in the name event that the Collected Receivables are not sufficient to repay the Funded Amount (including all accrued interests thereto) on the Second Instalment Payment Date, the Chargors shall forthwith pay to the Judicial Managers the difference between the Funded Amount (including all accrued interests thereto) and the Collected Receivables; and 2.3.4 the Collected Receivables shall carry interest at the rate of TBCC 6% per annum from the first day of the month immediately following the date such Collected Receivables are received by the Chargees up to and excluding the date of set-off pursuant to Clause 2.3.1 above or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable date of payment pursuant to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerClause 2.3.2(a) above (as the case may be).

Receivables. The Borrower shall notify the Lender promptly of all material returns and recoveries of merchandise and claims. The Borrower shall not without prior written notice to the Lender settle or adjust any dispute or claim which (together with all other such settlements or adjustments relating to the Receivables of the Borrower) would exceed $10,000 in the aggregate per fiscal quarter of the Borrower, nor shall the Borrower grant any discount, credit or allowance except in the ordinary course of the Borrower's business nor accept any return of merchandise except in the ordinary course of the Borrower's business without the Lender's consent. Upon the occurrence and during the continuance of any Event of Default, the Lender may settle or adjust disputes or claims directly with customers or account debtors for amounts and upon terms which it considers reasonably advisable; in all such cases, the Borrower will be credited only with amounts actually received by the Lender; and where the Borrower receives collateral of any kind by reason of transactions between itself and its customers or account debtors, it will hold the same on the Lender's behalf, subject to the Lender's instructions, and as properly forming part of the Collateral. Upon the occurrence and during the continuance of an Event of Default, the Lender or its designee may at any time notify the Borrower's customers or account debtors of the Lender's security interest in Receivables, collect the same directly and charge the collection costs and expenses to the Borrower; whenever the Lender deems it desirable that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables any legal or other Collateral action be instituted in order to TBCC as required by this Agreement or collect any other Loan DocumentReceivable, TBCC the Lender may at its option reassign any such Receivable to the Borrower (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof any such reassignment shall be made directly deemed to TBCC. If an Event of Default has occurred be without recourse to the Lender in any event) and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that require the Borrower has failed to deliver the proceeds of Receivables proceed with such legal or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, action at the Borrower's sole liability, cost and expense, in which event all amounts collected by the Borrower on such Receivable shall nevertheless be subject to exercisethis Security Agreement; and the Borrower agrees to pay to the Lender a reasonable collection charge on all Receivables collected by the Lender under this Security Agreement. If the Lender elects that the Borrower continue to collect the Receivables after the occurrence of an Event of Default, all the Borrower will collect its Receivables as the Lender's collection agent, hold such collections in trust for the Lender without commingling the same with other funds of the following powersBorrower and, which are coupled with an interest and are irrevocableif requested by the Lender, until all will promptly, on the day of receipt thereof, transmit such collections to the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all Lender in the name of TBCC or identical form in which they were received by the Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to with such address endorsements as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerbe appropriate.

Receivables. Upon the occurrence and during the continuance of an Event ----------- of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableEach existing Receivable of the Borrower represents, and each future Receivable of the Borrower will represent, a bona fide sale or lease and delivery of goods by the Borrower, or the rendering of services by the Borrower in the ordinary course of the Borrower’s business. (ii) notify account debtors Each existing Eligible Receivable of the Borrower is, and each future Eligible Receivable of the Borrower will be, for a liquidated amount payable by the Account Debtor thereon on the Receivables terms set forth in the invoice therefor or in the schedule thereof delivered to the Facility Agent. (iii) No payment will be received with respect to any Receivable of the Borrower, and other Collateral that no credit, discount, or extension, or agreement therefor will be granted on any Receivable of the Receivables and Collateral Borrower, except as reported to the Facility Agent in accordance with this Agreement. (iv) Each copy of an invoice delivered to the Facility Agent will be a genuine copy of the original invoice sent to the Account Debtor named in it. (v) All goods described in any invoice representing a sale of goods will have been delivered or dispatched to the Account Debtor and all services of the Borrower described in any invoice will have been performed. (vi) Each existing Eligible Receivable of the Borrower, and each future Eligible Receivable of the Borrower is legally and beneficially owned by it with good title and is not subject to any Encumbrance other than Permitted Encumbrances arising under sub-clause (a) of such definition. (vii) Each Eligible Receivable may be assigned to TBCC, the Security Agent under the terms and that payments in respect thereof shall be made directly conditions and the laws applicable to TBCC. If an Event of Default has occurred such Eligible Receivable. (viii) Each Borrowing Base Certificate and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating information delivered to the Collateral; Facility Agent by the Borrower pursuant to Clause 18.8 (BCollateral Reporting) to receivewill be true, open complete and dispose of accurate in all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowermaterial respects when delivered.

Receivables. Upon (a) Other than in the occurrence ordinary course of business or as permitted under the Credit Agreement, following and during the continuance continuation of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may no Grantor shall (i) settle grant any extension or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisablerenewal of the time of payment of any Receivable, and (ii) notify account debtors on compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (iii) release, wholly or partially, any Person liable for the payment thereof or (iv) allow any credit or discount thereon. (b) At any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent has the right at any time, upon three (3) Business Days’ prior written notice to the Borrower and the applicable Grantor to (i) notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and other any Supporting Obligation; (ii) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral that the Agent; (iii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables and Collateral have been assigned directed to TBCC, make payment to remit all amounts representing collections on checks and that payments other payment items from time to time sent to or deposited in respect thereof shall be made such lockbox or other arrangement directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designateAgent; and (Civ) enforce, at the expense of such Grantor, collection of any such Receivables and to take adjust, settle or bringcompromise the amount or payment thereof, in the name same manner and to the same extent as such Grantor might have done. If the Collateral Agent so notifies the Borrower and such applicable Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of TBCC such Receivables received by such Grantor shall be, within two (2) Business Days (or Borrowersuch longer period as the Collateral Agent may agree in its reasonable discretion), deposited by the applicable Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and, except as the Collateral Agent may otherwise agree, such Grantor shall not adjust, settle or file and sign Borrower's name on a proof compromise the amount or payment of claim in bankruptcy any Receivables, or similar document against release wholly or partly any Account Debtor or obligor of Borrowerthereof, or allow any credit or discount thereon.

Receivables. Upon With respect to all Receivables now in existence or hereafter created, Borrower warrants and represents to Lender that, except as disclosed to Lender in writing: (i) all Receivables are genuine in all respects, are what they purport to be and are not evidenced by a judgment; (ii) all Receivables represent undisputed, bona fide transactions completed in accordance with the occurrence terms and during provisions contained in the continuance invoices and purchase orders relating thereto; (iii) the amounts shown on all certifications provided to Lender, Borrower’s books and records and all invoices and statements delivered to Lender with respect thereto are actually and absolutely owing to Borrower and are not contingent for any reason; (iv) if Lender has requested Borrower to do so, all payments thereon following such request have been or shall be turned over to Lender by Borrower; (v) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Receivable Debtor thereof for any deduction or discount of an Event the sum payable thereunder except regular discounts allowed by Borrower in the ordinary course of Default, or its business for prompt payment; (vi) there are not now and there shall not be at any time that TBCC believes or times hereafter any facts, events or occurrences which in good faith that fraud has occurred any way impair the validity or that enforcement thereof or tend to reduce the amount payable thereunder from the amounts thereof as shown on the certifications provided to Lender, Borrower’s books and records and the invoices and statements delivered to Lender with respect thereto; (vii) to the best of Borrower’s knowledge, all Receivable Debtors thereof have the capacity to contract and are solvent; (viii) the goods sold or transferred and the services furnished, giving rise thereto are not subject to a lien, claim, encumbrance or security interest except Lender’s security interest; (ix) Borrower has failed no knowledge of any fact or circumstance which would impair the validity or collectability thereof; (x) to deliver the proceeds best of Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Receivable Debtor which might result in any material adverse change in its financial condition; and (xi) with respect to those Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors upon which Borrower relies for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exerciseAdvances, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerEligible Receivables.

Receivables. Upon the occurrence and during the continuance (a) Any list or schedule of an Event of Default, or Receivables delivered by Borrower to Lender at any time that TBCC believes shall be complete and shall contain an accurate aging of the Receivables listed. (b) At the time any Receivable becomes subject to a security interest in favor of Lender, said Receivable shall be a good faith that fraud has occurred and valid account representing an undisputed, unconditional bona fide indebtedness incurred by the Account Debtor named therein for merchandise sold and delivered, or that if so indicated in the papers delivered to Lender, sold and shipped, or sold and held subject to delivery instructions, or for services theretofore fully performed by Borrower has failed for said Account Debtor, or for money loaned by Borrower to deliver said Account Debtor. There are and shall be no set-offs or counterclaims or rights of recoupment against any such Receivable; no agreement under which any deduction or discount may be claimed shall have been made with Borrower on any such Receivable except as indicated in a written list, statement, or invoice furnished to Lender; and Borrower shall be the proceeds lawful owner of Receivables each such Receivable and shall have the right to subject the same to a first and prior security interest in favor of Lender, without limitation by any agreement or other Collateral document to TBCC as required which Borrower is a party or by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableis bound. No such Receivable shall have been or shall thereafter be sold, assigned or transferred to any person other than Lender or in any way encumbered except to Lender and no other person shall have proceeds claims thereto, and Borrower shall defend the same against the claims and demands of all persons. (iic) notify account debtors on All statements made and all unpaid balances appearing in the Receivables invoices, documents and other Collateral that instruments representing or constituting any Receivable or in the Receivables and Collateral have been assigned to TBCCtitle retention or security agreement accompanying such Receivable, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all nature of the following powerstransaction as indicated, which are coupled with an interest true and correct and are irrevocable, until in all of the Obligations have been indefeasibly paid respects what they purport to be. All signatures and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any endorsements appearing thereon are genuine and all checks, notes, drafts, signatories and other documents or instruments relating endorsers have full capacity to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowercontract.

Receivables. Upon (a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower's standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Lender. (b) Each Customer, to the best of each Borrower's knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables. (c) Each Borrower's chief executive office is located at the addresses set forth on Schedule 4.14(c) hereto. Until written notice is given to Lender by Borrowing Representative of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office. (d) By the Closing Date, each Borrower shall have established a lock-box account (the "Lock-Box Account") pursuant to a lock-box agreement, to be in form and substance satisfactory to Lender (the "Lock-Box Agreement") with the Bank, any Lender or any other financial institution as is acceptable to the Lender (a "Lock-Box Bank") in which all Customers shall directly remit all payments on their Receivables. Pending establishment of the Lock-Box Accounts and Concentration Accounts, as provided hereinabove, not later than the Closing Date, Borrower shall have entered into one or more agreements ("Blocked Account Agreements"), to be in form and substance satisfactory to Lender, with the Bank, any Lender or any other financial institution as is acceptable to the Lender (a "Blocked Account Bank") pursuant to which all remittances on Borrower's Receivables shall be deposited in one or more "blocked deposit accounts ("Blocked Accounts"), to be paid over and delivered to Lender for application to the Obligations by the Blocked Account Banks. In such regard, for purposes of this Section 4.14, in respect of any Blocked Account substituted temporarily for the Lock-Box Account, any such Blocked Account Bank shall be treated the same as a Lock-Box Bank and any such Blocked Account shall be treated the same as the Lock-Box Account. All amounts on deposit in each Lock-Box Account once established, shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. Unless otherwise agreed to by the Lender, the Lock-Box Bank and the Concentration Bank shall acknowledge and agree, pursuant to its respective Lock-Box Agreement, that all payments and deposits made to the Lock-Box Account of such Lock-Box Bank or the Concentration Account (in the case of the Concentration Bank) are the sole and exclusive property of Lender, for the benefit of itself, the Bank, the Issuers and the Lender, that each of such Lock-Box Bank and the Concentration Bank has no right to setoff against its Lock-Box Account or the Concentration Account, as the case may be, except as expressly provided in its respective Lock-Box Agreement, and that such Lock-Box Bank will wire transfer immediately available funds in a manner satisfactory to Lender, funds deposited into its Lock-Box Account to the Concentration Account on a daily basis as soon as such funds are collected. Each Borrower agrees that all payments, whether by cash, check, wire transfer or any other instrument on deposit in the Lock-Box Account or the Concentration Account shall be the sole and exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein or in any Lock-Box Account or Concentration Account unless and until this Agreement is terminated in accordance with its terms and all Obligations are fully paid and satisfied in connection therewith. None of the Bank, Lender, any Issuer or any Lender assumes any responsibility for such Lock Box Account or Concentration Account (unless such Person shall also be the applicable Lock-Box Bank or Concentration Bank and in such event only as set forth in the applicable Concentration Account Agreement), including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Borrower shall notify all Customers of Borrowers to remit directly all payments constituting proceeds of Collateral to an applicable Lock-Box Account in the form received. All such payments, whether by cash, check, wire transfer or other instrument, made to each Lock-Box Account, shall be the exclusive property of the Lender, for the benefit of itself, the Bank, the Issuers and the Lender, and the Borrowers shall not have any right, title or interest therein unless and until this Agreement is terminated in accordance with its terms and all Obligations are fully paid and satisfied in connection therewith. The Borrowers shall not, without obtaining the prior consent of the Lender, establish any accounts, other than the Lock-Box Accounts and the Concentration Account, pursuant to which payments on account of Receivables are made to or on behalf of any of the Borrowers. In addition, the Borrowers shall not modify in any respect, without the prior consent of the Lender, any Lock-Box Agreement or other arrangement relating to the Lock-Box Account or the Concentration Account. (e) In addition to the requirements set forth in subsection (d) above, not later than the Closing Date, each Borrower shall have caused all Deposit Accounts existing on the Closing Date other than any constituting a Lockbox Account or a Blocked Account (herein, a "Pledged Account"), to be made the subject of a tri-party agreement among such Borrower, the bank having such Pledged Account and Lender, to be in form and substance satisfactory to Lender (a "Pledged Account Agreement"), pursuant to which the pledge of such Pledged Account and all funds on deposit therein to Lender as security for the payment and performance of all Obligations shall be established and confirmed; it being understood and agreed, in connection therewith, that, notwithstanding any terms of any Pledged Account Agreement which may be to the contrary, Borrower may continue to write checks on, and otherwise make withdrawals from, such Pledged Accounts unless and until an Event of Default occurs and, in respect thereof, Lender exercises its rights and remedies hereunder and under such Pledged Account Agreement to take control of such Pledged Accounts and all cash then deposited therein. (f) Notwithstanding terms of subsection (d) above, but in addition thereto, if and to the extent that (i) Customers remit any payments on account of the Receivables of the Borrowers directly to any of them or (ii) any Customer is prohibited by law to remit payments to a given Lock-Box Account (due to such Lock-Box Account's location outside the state where such Customer is located or otherwise), or (iii) any Customer pays cash to Borrower for any Inventory or other Collateral, then, such payments shall be held by the Borrowers in trust for the Lender, on behalf of itself, the Bank, the Issuers and the Lender, and shall, promptly upon receipt thereof, be sent via overnight delivery service for deposit in the same form received (i.e., if received as a check, then such check shall be the "same form") into the Lock-Box Account. (g) All amounts deposited in the Concentration Account from time to time shall be applied to the Obligations upon (i) final collection thereof and (ii) their transfer from the Concentration Bank to the Lender in accordance with this subsection, effective on the Business Day that each such payment is received (such date being called herein the "Application Date"). For purposes of the preceding sentence, the Lender shall be deemed to have received a payment from the Concentration Bank on a particular Business Day only if it receives by wire transfer the same prior to 2:00 p.m. on such Business Day or, if received after such time, on the next following Business Day. Lender is not, however, required to credit Borrowers' Account for the amount of any item of payment which is unsatisfactory to Lender and Lender may charge Borrowers' Account for the amount of any item of payment which is returned to Lender unpaid. The Lender shall apply all amounts deposited in the Concentration Account as provided in Section 16.4 or, as applicable, Section 12.2. If sufficient funds are not available to fund all payments then to be made in respect of any Obligations, the available funds being applied with respect to such Obligations shall be allocated to the payment of such Obligations ratably, in such order and manner as Lender shall elect, and Borrowers shall continue to be liable for any deficiency. (h) If at any time Lender determines that any funds held in the Lock-Box Account or the Concentration Account are subject to the Lien of any Person, other than the Lender as herein provided, (a) Borrowers agree, forthwith upon demand by Lender, to pay to Lender as additional funds to be deposited and held in the Concentration Account, an amount equal to the amount of funds subject to such Lien, or (b) if no such payment is made, Lender shall establish sufficient reserves in the amount of such funds. (i) At any time following the occurrence and during the continuance of an Event of Default or a Default, or at Lender shall have the right to send notice of the assignment of, and Lender's security interest in, the Receivables to any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement and all Customers or any other Loan Documentthird party holding or otherwise concerned with any of the Collateral. Thereafter, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableLender shall have the sole right to collect the Receivables, and (ii) notify account debtors on take possession of the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredCollateral, or that Borrower has failed to deliver both. Lender's actual collection expenses, including, but not limited to, stationery and postage, telephone and telecopy, secretarial and clerical expenses and the proceeds salaries of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expensecollection personnel used for collection, to exercisethe extent incurred in Lender's Credit Judgment, all of may be charged to Borrowers' Account and added to the following powers, which are coupled with an interest and are irrevocable, until all of Obligations. (j) Lender shall have the Obligations have been indefeasibly paid and satisfied in full in cash: (A) right to receive, take, endorse, sign, assign and deliver, all and/or deliver in the name of TBCC Lender or Borrower, any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Lender or Lender's designee as such Borrower's attorney with power at any time hereafter (i) to endorse such Borrower's name upon any notes, acceptances, checks, drafts, and money orders or other documents evidences of payment or instruments relating to the Collateral; (Bii) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to sign such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof any invoice or xxxx of claim lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) in bankruptcy or similar document against Lender's Credit Judgment, to send verifications of Receivables to any obligor Customer (but, absent an Event of Borrower.Default then existing, Lender agrees to consult with Borrower in respect of the manner thereof); and

Receivables. Upon Borrower and each Subsidiary shall take any and all steps as Bank may request to create and maintain in Bank's favor a valid and first security interest in and pledge of, all Receivables, whether now existing or created from time to time hereafter. With respect to all Receivables: (a) Borrower and each Subsidiary shall, at Bank's request, execute and deliver to Bank an assignment or assignments of any or all of Borrower's and each Subsidiary's Receivables accompanied by copies of invoices and evidences of shipment or delivery and any other documents in Borrower's possession concerning same as Bank may reasonably require for purposes of assisting Bank in the occurrence realization upon such Receivables; (b) Borrower shall, at Bank's request, deliver to Bank all copies of invoices and during evidences of shipment or delivery and any other documents in Borrower's and each Subsidiary's possession concerning accounts receivable that are reflected upon any schedule or borrowing base certificate or the continuance like, furnished to the Bank, as Bank may reasonably request for purposes of an Event assisting Bank in the conduct of Defaultany audit of accounts receivable; (c) Except as set forth on EXHIBIT 3.06 attached hereto, absolute title to the Collateral, free and clear of all liens, encumbrances and security interests shall be vested in Borrower and each Subsidiary; (d) Neither Borrower nor any Subsidiary shall enter into or allow any other agreements, notices, financing statements, or at other matters which will in any time that TBCC believes way impair or affect Bank's first lien upon, security interest in good faith that fraud has occurred and pledge of such Collateral; and (e) each Receivable represented to Bank: (i) shall represent a valid and legally enforceable indebtedness, according to its terms and as represented by the assigned invoice; (ii) to the best of Borrower's knowledge, shall be a Receivable as to what the account debtor shall be liable for and shall make payment of the amount expressed in such invoice and according to its terms; (iii) to the best of Borrower's knowledge, shall be subject to no dispute or that Borrower has failed claim by the account debtor as to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra-accounts or any other Loan Documentdefense of any other kind and character; (iv) to the best of Borrower's knowledge, TBCC may (i) settle shall not be subject to discounts, deductions, allowances, offsets, returns, or adjust disputes or claims directly with account debtors for amounts and upon special terms which it considers advisableof payment, and (ii) notify account debtors except such as are shown on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all face of the following powersinvoice; (v) shall not represent a delivery of goods upon "consignment", which are coupled with an interest and are irrevocable"guaranteed sale", until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive"sale or return", take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name "payment on a proof of claim in bankruptcy reorder" or similar document against any obligor of Borrower.terms;

Receivables. Upon (a) The Receivables were originated, in all material respects, in accordance with the occurrence Credit and during Collection Policies, including occasional program and underwriting exceptions. The forms of documentation used by the continuance of an Event of DefaultBusiness to originate the Receivables (the “Forms”) contain customary and enforceable provisions, or at any time such that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors the rights and remedies of the holder thereof shall be adequate for amounts and upon terms which it considers advisablerealization against the collateral of the benefits of the security, and (ii) notify account debtors in the event of full prepayment of the Receivables, there shall be full payment of the outstanding principal balance and accrued but unpaid interest. To the knowledge of the Seller, the Forms were used in connection with the origination of all the Receivables. The Credit and Collection Policies require that each Receivable be secured by a validly perfected first priority security interest in the related Financed Item in favor of Ganis or a Subsidiary as a secured party. (b) The Receivables have been serviced by the Business in accordance with the Credit and Collection Policies, and all extensions and deferments of scheduled payments have been granted and administered, in all material respects, in accordance with the Credit and Collection Policies. None of DFS, Ganis or any Subsidiary has granted any extension or deferment of a scheduled payment with respect to any Receivable specifically for the purpose of improving the delinquency status of such Receivable. Since 1997, the Receivables have been serviced, in all material respects, in accordance with industry standards applicable to each portfolio from time to time. (c) Except as consistent with the Seller’s Credit and Collection Policies or otherwise disclosed on Section 3.16(c) of the Disclosure Schedule, to the knowledge of the Seller, no Receivable or Form has been amended or modified in any material respect and no provision of any Receivable or Form has, in any material respect, been waived in such a manner that the total number of scheduled payments has been increased, the time period for payments to be made has been extended, the number of days between any payments has been extended, the related amount financed has been increased, or the amount owed under such Receivable has been reduced. (d) The Seller has no knowledge of any systemic circumstance, error or failure which would cause any Receivable not to be secured by a valid perfected first priority security interest in the collateral securing such Receivable in favor of Ganis or any Subsidiary or the Trustee under the Boat Mortgage Trust Agreement as secured party or give rise to any right of rescission, setoff, counterclaim or defense by the obligor of such Receivable, including, but not limited to, the defense of usury, nor has the same been asserted or, to the knowledge of the Seller, threatened with respect to such Receivable. No Receivable has been sold, transferred, assigned or pledged by the Seller, DFS, Ganis or any Subsidiary to any person other than as contemplated by the Contribution or assignments by Thor to DFS that will be included in the DFS Assets. The Seller, DFS, Ganis or the applicable Subsidiary has good and marketable title to the Receivables free and clear of all Liens. (i) To the knowledge of the Seller, as of November 19, 2002, no default, breach, violation or event permitting acceleration under the terms of such Receivable (other than as reflected on the Receivables and “tape” set forth in Section 1.01(b) of the Disclosure Schedule) has occurred (that has not been cured) as of the Closing Date, (ii) to the knowledge of the Seller, no continuing condition (other Collateral that than as reflected on the Receivables and Collateral have been assigned to TBCC“tape” set forth in Section 1.01(b) of the Disclosure Schedule) that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of such Receivable has arisen, and that payments in respect thereof shall be made directly (iii) to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all knowledge of the following powersSeller, which are coupled except as consistent with an interest the Seller’s Credit and are irrevocableCollection Policies, until all the Business has not waived any of the Obligations have been indefeasibly paid and satisfied foregoing. (f) The Receivables “tape” set forth in full Section 1.01(b) of the Disclosure Schedule reflects the Receivables of the Business in cash: (A) to receiveall material respects as of November 19, take, endorse, sign, assign and deliver, all 2002. Except as set forth in the name Receivables “tape” on Section 1.01(b) of TBCC the Disclosure Schedule, no Receivable (i) is more than 90 days past due as of the date of the tape; or Borrower, any and all checks, notes, drafts, and (ii) is the subject of litigation (other documents or instruments relating to than as set forth on Section 3.09 of the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerDisclosure Schedule).

Receivables. Upon (i) At the occurrence time of the creation of a Receivable constituting Eligible Collateral, such Receivable will be a bona fide existing obligation in the ordinary and during usual course of Borrower’s (or URI’s) business; to the continuance best of Borrower’s knowledge at the time of the creation of a Receivable, such Receivable will be owed without any defenses, disputes, offsets, or counterclaims, or any rights of cancellation; Borrower shall not have received notice of actual or imminent bankruptcy or insolvency of any Receivable Debtor at the time the Receivable due from such Receivable Debtor is created; in accordance with prudent credit policies, to the best knowledge of Borrower at the time of the creation of any Receivable, the Receivable Debtor will be able to timely discharge all of its Indebtedness to Borrower; and, in the event Borrower becomes aware or is notified that any of the warranties, representations or covenants contained in this Section 5.1(l) is no longer completely accurate or true, or becomes aware of any fact or event which would adversely affect any or all of the Receivable Debtor’s ability to timely discharge any or all of its Indebtedness to Borrower, Borrower will immediately provide Agent with written notification of such change in circumstances and any and all information Borrower has regarding same. (ii) At the time each Receivable constituting Eligible Collateral is created, all performance by Borrower (or URI) giving rise to such Receivable shall have been completed. Borrower shall deliver to Agent, all originals of all Store Development Loans, Equipment Loans, Inventory Loans, Deposit Fund Loans, Affiliate Loans, Program Leases, New Lease/Loan Products, Alternative Use Receivables, and such other documentation as Agent may from time to time reasonably require. All copies of all such items, whether retained by Borrower, the Receivable Debtor thereunder, or any other party, shall be conspicuously marked “Copy.” (iii) At the time each Receivable constituting Eligible Collateral is created, all such Receivables will be due and payable on terms based upon Borrower’s historical ordinary course of business practices or upon terms more favorable to Borrower (or on such other terms approved in writing by Agent in advance of the creation of such Receivable and which are expressly set forth on the face of all Finance Receivables, Additional Loan/Lease Receivables, Expansion Loans and Alternative Use Receivables, copies of which shall be held by Borrower as custodian for Agent). (iv) Agent shall retain its security interest in all Receivables, eligible and ineligible, until all Obligations have been fully repaid and the Commitments have been terminated. Borrower shall promptly notify Agent of all recoveries and, on request, promptly notify Agent of all disputes and claims. During the existence of an Event of Default, no discount, credit or at allowance shall be granted to any time that TBCC believes in good faith that fraud has occurred or that Receivable Debtor by Borrower has failed to deliver without Agent’s consent. Agent may, during the proceeds existence of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Documentan Event of Default, TBCC may (i) settle or adjust disputes or and claims directly with account debtors Receivable Debtors for amounts and upon terms which it Agent considers advisable, and (ii) notify in such cases Agent will credit Borrower’s account debtors on with only the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments net amounts received by Agent in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all payment of the following powersReceivables, which are coupled with an interest and are irrevocable, until after deducting all of the Obligations have been indefeasibly paid and satisfied Agent’s Expenses in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerconnection therewith.

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower Obligor has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower Obligor has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower Obligor hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at BorrowerObligor's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or BorrowerObligor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower Obligor and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or BorrowerObligor, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign BorrowerObligor's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerObligor.

Receivables. Upon On or before the occurrence fifteenth (15th) day of each month during which any of the Obligations remain outstanding, Borrower will prepare and during submit to Lender a statement showing the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds age and reconciliation of Receivables for the preceding month, which statement shall be in such form and detail as Lender may require. Borrower covenants to give prompt notice to Lender of any information received by Borrower concerning the Receivables, the Receivables Debtors or other Collateral to TBCC as required Persons obligated on Receivables that may materially affect the value thereof or the rights and remedies of Lender with respect thereto. If any Receivable becomes evidenced by this Agreement a promissory note, trade acceptance or any other Loan Documentinstrument for the payment of money, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisableBorrower will immediately thereafter deliver such instruments to Lender, appropriately endorsed to Lender, and regardless of the form of presentment, demand, notice of dishonor, protest, and notice of protest with respect thereto, Borrower will remain liable thereon until such instrument is paid in full. Borrower unconditionally guarantees the payment in full of all Receivables and agrees that upon the failure of any Receivable Debtor to pay within ninety (ii90) notify account debtors on days of the Receivables invoice date of any Eligible Receivable, such Eligible Receivable shall be considered in default, and Borrower will pay to Lender the unpaid balance thereof; provided, however, that any such payments need not be made if Borrower shall have Eligible Receivables, Inventory and other Collateral that reasonably acceptable to Lender to maintain the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all aggregate outstanding balance of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) at an amount not to receive, take, endorse, sign, assign and deliver, all in exceed the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerBorrowing Base.

Receivables. Upon The Grantor hereby agrees, that after the occurrence occunence of and during the continuance continuation of an Event of Default, or at the Secured Party may avail itself of any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver and all rights and remedies under the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-factUCC, at Borrower's sole cost and expenselaw, to exerciseequity or otherwise, including, but not limited to, take any or all of the following powers, which are coupled additional actions with an interest respect to any and are irrevocable, until all of the Obligations have been indefeasibly paid Receivables of any or all of the Grantor: ​ (a) The Secured Party may notify any Receivables Obligor of the Secured Party's interest in the Receivables of such Receivables Obligor and satisfied notify such Receivables Obligor to make payment on such Receivables directly to the Secured Party. The Grantor hereby authorizes such notice and agrees, at the Secured Party's election, to join in full any such notice the Secured Party determines to deliver. The Secured Party may, in cash: (A) to receive, take, endorse, sign, assign and deliver, all its own name or in the name of TBCC the Grantor, demand, xxx for, collect or Borrowerreceive any money or property at any time payable or receivable on account of any Receivable or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligation of any Receivables Obligor or any other Person with respect to such Receivables. If the Grantor receives any payments or other propetiy in respect of Receivables following the occurrence of an Event of Default, all such amounts and property will be held in trust by the Grantor as the property of the Secured Patiy and will not be commingled with any funds or propetiy of the Grantor and will be promptly remitted to the Secured Patiy for application to the Secured Obligations. ​ (b) The Secured Party may establish such lockboxes and non-interest bearing blocked accounts as it deems necessary or advisable in connection with its rights under this Section and may direct any or all checksReceivables Obligors to send all payments and mail with respect to their respective Receivables to such lockboxes and blocked accounts. Items received into the lockboxes and blocked accounts described above will be handled and processed as follows: (i) all payments and payment items and instruments will be processed and promptly applied to the Secured Obligations, noteswhether or not then due, draftsand, until so applied, will be held as additional Collaterai and will not be subject to payment to or withdrawal by the Grantor, (ii) all non-payment items that do not otherwise constitute Collateral will be promptly sent to the Grantor, and other documents or instruments relating (iii) to the Collateral; (B) extent not contrary to receivethe rights granted above, open as otherwise provided for under any lockbox or blocked account agreement between the Secured Party and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.Grantor. ​

Receivables. Upon Unless or until Lender notifies Borrower in writing that Lender has dispensed with any one or more of the occurrence following requirements, Borrower shall: (i) Immediately upon its learning thereof, inform Lender in writing of the rejection of goods by any Receivable Debtor, delays in delivery of goods, nonperformance of contracts and during of any assertion of any claims, offsets or counterclaims by any Receivable Debtor; (ii) Not permit or agree to any extension, compromise or settlement or make any change or modification of any kind or nature with respect to any Receivables, including any of the continuance terms relating thereto; (iii) Immediately upon its learning thereof, furnish to and inform Lender of an Event all information relating to the financial condition of Defaultany Receivable Debtor; (iv) Immediately upon its learning thereof, notify Lender in writing of those Receivables which are not Eligible Receivables; (v) Keep all goods returned by any Receivable Debtor and all goods repossessed or at stopped in transit by Borrower from any time Receivable Debtor segregated from Borrower’s other property, holding the same as trustee for Lender until otherwise directed in writing by Lender; (vi) Not re-date any invoice or sale; (vii) Not make sales on extended dating terms beyond that TBCC believes customary in good faith that fraud has occurred or that Borrower has failed Borrower’s industry; and (viii) Immediately deliver to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement Lender any promissory note, trade acceptance or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors instrument for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the payment of money evidencing any Receivables and other Collateral that the Receivables and Collateral have been assigned endorsed to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerLender’s order.

Receivables. Upon (1) Other than in the occurrence ordinary course of business consistent with prudent business practices, the Company will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle Receivables for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could materially and during adversely affect the continuance value of an Event of Default, or at the Receivables constituting Mortgaged Property taken as a whole. (2) If the Company shall enter into any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables contract or other Collateral transaction with an Applicable Governmental Authority (as defined below) which will result in an Applicable Governmental Authority becoming an obligor on any Receivable (which Receivable, along with all such other Receivables, exceeds $100,000 individually or in the aggregate), the Company shall (i) promptly thereafter, notify the Trustee thereof, (ii) provide to TBCC the Trustee all such documents and instruments, and take all such actions, as shall be reasonably requested by the Trustee, or, in any event, as may be required by this Agreement applicable Law, to enable the Trustee to comply with the requirements of the Federal Assignment of Claims Act or any other Loan Document, TBCC may (i) settle applicable requirement of Law to perfect its security interest in such Receivables and obtain the benefits of such statute or adjust disputes or claims directly Law with account debtors for amounts and upon terms which it considers advisable, respect thereto and (iiiii) notify account debtors otherwise comply with its obligations under Section 607(b)(2) with respect thereto. As used in this paragraph the term "Applicable Governmental Authority" shall mean any Governmental Authority the laws, rules and regulations applicable to which provide that, for a creditor of a Person to which such Governmental Authority has an obligation to pay money, whether pursuant to a Receivable, a General Intangible or otherwise, to perfect such creditor's Lien on such obligation and/or to obtain the Receivables full benefits of such Lien and other Collateral that the Receivables and Collateral have been assigned to TBCCsuch requirements of Law, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredcertain notice, or that Borrower has failed to deliver the proceeds of Receivables filing, recording or other Collateral to TBCC as required by this Agreement similar actions other than the filing of a financing statement under the Uniform Commercial Code of all applicable jurisdictions must be given, executed, filed, recorded, delivered or any other Loan Documentcompleted, Borrower hereby irrevocably authorizes and appoints TBCCincluding, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrowerwithout limitation, any and all checks, notes, drafts, and other documents or instruments relating Federal Governmental Authority to which the Collateral; (B) to receive, open and dispose Federal Assignment of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerClaims Act is applicable.

Receivables. Upon With respect to each Transferred Receivable acquired by the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may Buyer from a Transferor hereunder: (i) settle Each Transferred Receivable included in any Investment Base Certificate, Monthly Report, Weekly Report or adjust disputes or claims directly with account debtors Daily Report, as applicable, as an Eligible Receivable, as of the applicable Transfer Date therefor, satisfied the criteria for amounts and upon terms which it considers advisable, and an Eligible Receivable; (ii) notify account debtors immediately prior to its transfer to Buyer, such Receivable was owned by the applicable Transferor thereof free and clear of any Adverse Claim (other than (1) Permitted Encumbrances and (2) security interests which shall be immediately and automatically released upon the transfer of such Receivable), and such Transferor had the full right, power and authority to sell, contribute, assign, transfer and pledge its interest therein as contemplated under this Agreement and the other Related Documents and, upon such Transfer, Buyer will acquire valid and properly perfected title to and the sole legal and beneficial ownership interest in such Receivable, free and clear of any Adverse Claim (other than Permitted Encumbrances) and, following such Transfer, such Receivable will not be subject to any Adverse Claim (other than Permitted Encumbrances) as a result of any action or inaction on the Receivables part of such Transferor; (iii) the Transfer of each such Receivable pursuant to this Agreement and other Collateral that the Receivables Assignment executed by the applicable Transferor thereof constitutes, as applicable, a valid sale, contribution, transfer, assignment, setover and Collateral conveyance to Buyer of all right, title and interest of such Transferor in and to such Receivable; (iv) the applicable Transferor has no knowledge of any fact (including Dilution Factors and any defaults by the Obligor thereunder on any other Receivable) that would cause it to expect that any payments on such Receivable will not be paid in full when due or to expect any other Material Adverse Effect with respect to such Receivable; (v) each Transferred Receivable was purchased by or contributed to the applicable Transferor on the relevant Transfer Date pursuant to the Sale Agreement; and (vi) such Transferor shall have purchased such Receivable from the applicable Originator for cash consideration pursuant to Section 2.01 of the Sale Agreement, or shall have received each such Receivable as a contribution to the capital of such Transferor, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor and no Sale of such Receivable (if any) has been assigned made for or on account of an antecedent debt owed by any Originator to TBCCany Transferor, and that payments in respect thereof shall no such Sale is or may be made directly avoidable or subject to TBCC. If an Event of Default has occurred and is continuing avoidance under any bankruptcy laws, rules or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerregulations.

Receivables. With respect to the Receivables of such Seller: (a) Upon payment by the occurrence Purchaser of the Purchase Price to such Seller to be paid for the purchase of each Receivable from such Seller as provided in Section 1.03 hereof, the Purchaser will be the legal owner of such Receivable (including the Collections and during the continuance right to receive all other payments due or to become due thereunder) and such ownership interest will be duly perfected. At such time, such Receivables (including the Collections and the right to receive all other payments due or to become due thereunder) will be free and clear of an Event all Liens other than the Lien created by the Loan Agreement. (b) At the time of Defaulteach acquisition of a Receivable by the Purchaser hereunder, each such Receivable will be a legal, valid and binding full recourse obligation of the Obligor thereunder, enforceable by the Purchaser (and by the Lender as assignee of the Purchaser) against such Obligor in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights, and will be in full force and effect, and any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Receivable will have been complied with, and such Seller will have no knowledge (after due inquiry) of any challenge or dispute by the Obligor under such Receivable or of the bankruptcy or insolvency of any such Obligor. (c) Each Receivable will have been entered into or acquired in accordance with the Credit and Collection Policy, a copy of which is attached hereto as Exhibit B. (d) All amounts to be paid under each Receivable are stated in United States Dollars and are to be paid in legal tender in the United States of America. (e) There will be no facts or circumstances existing as of the time of each transfer of Receivables hereunder which give rise, or would give rise at any time that TBCC believes in good faith that fraud has occurred the future, to any right of rescission, offset, counterclaim or that Borrower has failed defense, including the defense of usury, to deliver the proceeds obligations of any Obligor, including the obligation of such Obligor to pay all amounts due with respect to any Receivable to which such Obligor is a party, and neither the operation of any of the terms of any Receivable nor the exercise of any right thereunder will render such Receivable unenforceable in whole or in part or subject to any right of rescission, offset, counterclaim or defense, including the defense of usury, and no such right of rescission, offset, counterclaim or defense will have been asserted with respect thereto. (f) No Receivable will have been originated in or be subject to the laws of any jurisdiction whose laws would make the transfer and sale thereof under this Sales and Servicing Agreement unlawful. (g) The sale of the Receivables or will at all times be reflected on such Seller's consolidating balance sheet and other Collateral to TBCC financial statements as required a sale and contribution of assets by this Agreement such Seller under GAAP. (h) No Obligor is the United States of America or any other Loan Documentagency, TBCC may department or instrumentality of the United States of America. Each Obligor is a United States resident. (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on Each Receivable is an "eligible asset" as defined in Rule 3a-7 under the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event Investment Company Act of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate1940, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borroweramended.

Receivables. (a) The Debtor shall perform in all ----------- material respects all of its obligations with respect to the Receivables. (b) The Debtor shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to materially adversely affect the aggregate value of such Receivable as Collateral. Other than (i) in the ordinary course of business as generally conducted by it over a period of time and (ii) while no Default or Event of Default shall have occurred and be continuing, the Debtor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon. (c) The Debtor shall use its reasonable efforts (including, without limitation, prompt and diligent exercise of each material right it may have under any Receivable (other than any right of termination)) to cause to be collected from each Account Debtor, as and when due (including, without limitation, amounts which are delinquent, such amounts to be collected in accordance with the Debtor's past practice and ordinary course of business and generally accepted lawful collection procedures) any and all amounts owing under or on account of any Receivable, and apply all collected amounts to the outstanding balance of such Receivable immediately upon receipt thereof. The reasonable costs of collection, whether incurred by the Debtor or the Secured Party shall be borne by the Debtor and if incurred by the Secured Party shall be reimbursed, together with interest thereon at a rate equal to the Default Rate to the Secured Party upon demand and such reimbursement obligation shall be secured hereby. (d) Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors Debtor shall establish such lock-box arrangements for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim as the Secured Party may require in bankruptcy or similar document against any obligor of Borrowerits sole discretion.

Receivables. (a) During the continuance of an Event of Default, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) rescind or cancel any obligations evidenced by any Receivable or otherwise release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable, or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof. (b) Such Grantor shall keep and maintain at its own cost and expense complete records of each Receivable of such Grantor, with at least such specificity and in a manner at least as comprehensive and detailed as is prudent and customary for businesses engaged in such Grantor’s industry and of similar size as such Grantor, including records of all payments received, all credits granted thereon, all merchandise returned, and all other documentation relating thereto. Upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, and at such Grantor’s sole cost and expense, such Grantor shall deliver to the Collateral Agent or its designee all tangible evidence of any Receivables, including all documents evidencing Receivables and any books and records relating thereto (copies of which evidence and books and records may be retained by such Grantor). Upon the occurrence and during the continuance of an Event of Default, or at without the consent of any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver Grantor, the proceeds Collateral Agent may transfer a full and complete copy of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan DocumentGrantor’s books, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisablerecords, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCCcredit information, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredreports, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any memoranda and all checks, notes, drafts, and other documents or instruments writings relating to the Collateral; Receivables to and for use by any Person that has acquired or is contemplating acquiring an interest in the Receivables or the Collateral Agent’s security interest therein. (Bc) to receive, open [Reserved]. (d) [Reserved]. (e) Such Grantor shall promptly inform the Collateral Agent in writing of any disputes with any obligor under any Receivable and dispose of all mail addressed to Borrower any claimed offset and to notify postal authorities to change the address for delivery thereof to such address as TBCC counterclaim in respect of any Receivable that may designate; and (C) to take or bringbe asserted with respect thereto involving, in each case, $100,000 or more, where such Grantor reasonably believes that the name likelihood of TBCC or Borrowerpayment by such account debtor is materially impaired, indicating in detail the reason for the dispute, all stepsclaims relating thereto and the amount in controversy. (f) Notwithstanding anything herein to the contrary, actionsuntil the release or avoidance of the liens granted to the Lender under and with respect to the Thirty Two Loan Agreement, suits or proceedings deemed by TBCC necessary or desirable the provisions of this Section 5.5 shall only apply to enforce or effect collection those Receivables relating to the Aircraft Priority Collateral (as defined in the Intercreditor Agreement) and, following such release of Receivables and other Collateral or file and sign Borrower's name on a proof avoidance, the provisions of claim in bankruptcy or similar document against any obligor of Borrowerthis Section 5.5 shall apply to all Receivables.

Receivables. Upon (i) At the occurrence time of the creation of a Receivable, such Receivable will be a bona fide existing obligation in the ordinary and during usual course of Borrower's business; to the continuance best of Borrower's knowledge at the time of the creation of a Receivable, such Receivable will be owed to Borrower without any defenses, disputes, offsets, or counterclaims, or any rights of cancellation; Borrower shall not have received notice of actual or imminent bankruptcy or insolvency of any Receivable Debtor at the time the Receivable due from such Receivable Debtor is created; in accordance with prudent credit policies, to the best knowledge of Borrower at the time of the creation of any Receivable, the Receivable Debtor will be able to timely discharge all of its Indebtedness to Borrower; and, in the event Borrower becomes aware or is notified that any of the warranties, representations or covenants contained in this Section 5.1(l) is no longer completely accurate or true, or becomes aware of any fact or event which would adversely affect any or all of the Receivable Debtor's ability to timely discharge any or all of their Indebtedness to Borrower, Borrower will immediately provide Agent with written notification of such change in circumstances and any and all information Borrower has regarding same. (ii) At the time each Receivable is created, all performance by Borrower giving rise to such Receivable shall have been completed. Borrower shall deliver to Agent, all originals of all Store Development Loans, Equipment Loans, Inventory Loans, Deposit Fund Loans, Affiliate Loans, EFT Program Leases, and such other documentation as Agent may from time to time require. All copies of all such items, whether retained by Xxxxxxxx, the Receivable Debtor thereunder, or any other party, shall be conspicuously marked "Copy." (iii) At the time each Receivable is created, all such Receivables will be due and payable on terms based upon Xxxxxxxx's historical ordinary course of business practices, or less (or on such other terms approved in writing by Agent in advance of the creation of such Receivable and which are expressly set forth on the face of all Finance Receivables and Additional Loan/Lease Receivables, copies of which shall be held by Borrower as custodian for Agent). (iv) Agent shall retain its security interest in all Receivables, eligible and ineligible, until all Obligations have been fully repaid and the Commitments have been terminated. Borrower shall promptly notify Agent of all recoveries and, on request, promptly notify Agent of all disputes and claims. During the existence of an Event of Default, no discount, credit or at allowance shall be granted to any time that TBCC believes in good faith that fraud has occurred or that Receivable Debtor by Borrower has failed to deliver without Agent's consent. Agent may, during the proceeds existence of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Documentan Event of Default, TBCC may (i) settle or adjust disputes or and claims directly with account debtors Receivable Debtors for amounts and upon terms which it Agent considers advisable, and (ii) notify in such cases Agent will credit Xxxxxxxx's account debtors on with only the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments net amounts received by Agent in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all payment of the following powersReceivables, which are coupled with an interest and are irrevocable, until after deducting all of the Obligations have been indefeasibly paid and satisfied Agent's Expenses in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerconnection therewith.

Receivables. Upon the occurrence and during the continuance of an ----------- Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables - and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon the occurrence and during the continuance of an Event ----------- of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Documentcontinuing, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.

Receivables. Upon (a) If the occurrence and during the continuance Discharge of an Event of Default, or at any time that TBCC believes in good faith that fraud ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) (or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required if no ABL Obligations have been incurred by this Agreement or any other Loan DocumentGrantor), TBCC may no Grantor will (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisablegrant any extension of the time of payment of any Receivable required to be included in Collateral, and (ii) notify account debtors compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral; provided that notwithstanding any of the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCCabove, and that payments in respect thereof such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications shall be made directly permitted if (A) they occur in the ordinary course of business (it being acknowledged that each Grantor in the ordinary course of its business compromises and settles Receivable for significantly less than the full amount thereof and routinely gives significant credits or discounts), (B) they are otherwise permitted by the Priority Lien Documents, or (C) they would not reasonably be expected to TBCC. materially adversely affect the value of the Receivable required to be included in Collateral taken as a whole. (b) If an Event the Discharge of Default ABL Obligations has occurred (and is continuing subject to any applicable Intercreditor Agreement) (or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the if no ABL Obligations have been indefeasibly paid and satisfied in full in cash: incurred by any Grantor), such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. (Ac) to receive, take, endorse, sign, assign and deliver, all Other than in the name ordinary course of TBCC business consistent with its past practice or Borroweras could not reasonably be expected to have a Material Adverse Effect, any each Grantor shall perform and comply with all checks, notes, drafts, and other documents or instruments relating of its obligations with respect to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerReceivables.

Receivables. Upon the occurrence and during the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower Obligor has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower Obligor has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower Obligor hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at BorrowerObligor's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or BorrowerObligor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower Obligor and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or BorrowerObligor, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign BorrowerObligor's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.Obligor. TBCC Security Agreement ------------------------------------------------------------------------------

Receivables. Upon (a) Sellers hereby grant to Purchaser the occurrence ----------- power, right and during the continuance of an Event of Defaultauthority, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocableinterest, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, signcash, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, draftsdeposit, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bringotherwise deal with, in the name of TBCC either Seller and in a manner consistent with this SECTION 1.13, any checks, drafts, documents, and instruments evidencing payment of the Receivables which are payable to, payable to the order of, or Borrowerendorsed in favor of, either Seller. (b) Each Seller shall provide Purchaser prior to the Closing a schedule describing in reasonable detail each of the Receivables which are being transferred hereby. Purchaser shall have the right during the period beginning on the Closing Date and ending on the date which is one hundred eighty (180) days after the Closing Date (such date, the "SETTLEMENT DATE"; such period, the "COLLECTION PERIOD") to notify the account debtors of the Receivables to direct payment to such place as Purchaser shall from time to time designate. Sellers shall indemnify Purchaser and its Affiliates (as defined in ARTICLE 7) from and against any and all stepsclaims, demands, actions, suits damages, losses, Liabilities and expenses (including reasonable attorneys' fees and amounts paid in settlement) suffered or proceedings deemed incurred by TBCC necessary Purchaser or desirable its Affiliates by reason of or arising out of any defense, setoff, counterclaim, recoupment, or reduction of liability of any account debtors under the Receivables and which are attributable to enforce any act or effect omission on the part of Sellers that occurred prior to the Closing. Sellers hereby ratify, to the extent permitted by law, all acts that Purchaser lawfully does or causes to be done pursuant to the powers granted pursuant to this SECTION 1.13, and neither Purchaser, its Affiliates nor their respective officers, directors, employees, agents or representatives shall be responsible to either Seller for any act or failure to act under this SECTION 1.13, except for their own gross negligence or willful misconduct. Notwithstanding anything in this SECTION 1.13 to the contrary, Purchaser shall not compromise any Receivable without the prior written consent of the Seller that transferred such Receivable to Purchaser (the "TRANSFERRING SELLER"). (c) During the Collection Period, Purchaser shall have the exclusive right to collect the Receivables and neither Seller shall, directly or indirectly, engage in any collection efforts with respect to the Receivables other than with respect to Receivables the collection of which has been relinquished by Purchaser to such Seller in writing. (d) Any Receivables which were ninety (90) days past due as of the Closing Date and which are not collected by Purchaser within the Collection Period using commercially reasonable collection efforts (which shall include sending invoices and other Collateral or file notices of amounts due, but shall not include the use of outside collection services) shall be re-transferred to the Transferring Seller within five days after the expiration of the Collection Period. Thereafter, the Transferring Seller shall be authorized to attempt to collect such Receivables for such Transferring Seller's own account. Sellers shall pay to Purchaser in cash an amount equal to the amount of such re-transferred Receivables, provided that such amount shall be paid from the Escrow Fund to the extent thereof, and sign Borrower's name thereafter by Sellers and the Xxxx Shareholders, jointly and severally. (e) If, within the Collection Period, after using commercially reasonable collection efforts, Purchaser collects with respect to the Receivables that were less than 90 days past due as of the Closing Date (the "RECENT RECEIVABLES") less than the amount of the Recent Receivables reflected on the Estimated Closing Date Balance Sheet (less the reserve for bad debts applicable thereto), then Sellers and the Xxxx Shareholders shall promptly pay the Purchaser in cash an amount equal to the difference between the amount collected by Purchaser with respect to the Recent Receivables during the Collection Period and the amount of such Receivables reflected on the Estimated Closing Date Balance Sheet (less the reserve for bad debts applicable thereto). Such payment shall be made first from the Escrow Fund, to the extent thereof, and thereafter from Sellers and the Xxxx Shareholders, jointly and severally. If, within the Collection Period, Purchaser collects with respect to the Recent Receivables more than the amount reflected on the Estimated Closing Date Balance Sheet with respect thereto (less the applicable reserve for bad debts), then the excess of such collections shall be applied on a proof of claim in bankruptcy or similar document against dollar for dollar basis to offset any obligor of Borroweramount otherwise payable to Purchaser pursuant to SECTION 1.13(D).

Receivables. Upon (a) In addition to, and not in substitution for, any similar requirement in the occurrence Indenture, subject to the terms of the Intercreditor Agreements, if required by the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, any payment of Receivables, when collected by any Grantor, shall be forthwith deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 7.8). (b) Subject to the terms of the Intercreditor Agreements, at the Collateral Agent’s request, during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, the Collateral Agent may notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent to be applied to the Secured Obligations in the order of priority set forth in the Indenture. (c) Subject to the terms of the Intercreditor Agreements, at the Collateral Agent’s request, during the continuance of an Event of Default, the Collateral Agent may enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. (d) Subject to the terms of the Intercreditor Agreements, at the Collateral Agent’s request, during the continuance of an Event of Default, upon the exercise of remedies pursuant to this Section 7 and subject to the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all available original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the payments in respect of Receivables, including all available original orders, invoices and shipping receipts. (e) Subject to the terms of the Intercreditor Agreements, the Collateral Agent may, upon notice, at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver during the proceeds continuance of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts an Event of Default and upon the exercise of remedies pursuant to this Section 7, limit or terminate the authority of a Grantor to collect its amounts with respect to Receivables. (f) Subject to the terms which it considers advisableof the Intercreditor Agreements, the Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate, in coordination with the applicable Grantor, with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any amounts due with respect to any Receivable. (iig) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default and upon the exercise of remedies pursuant to this Section 7, each Grantor shall notify account debtors on the Receivables and other Collateral Account Debtors that the Receivables and Collateral have been collaterally assigned to TBCC, the Collateral Agent and that payments in respect thereof shall be made directly to TBCCthe Collateral Agent. If In addition, the Collateral Agent may at any time during the continuance of an Event of Default has occurred (A) enforce such Grantor’s rights against such Account Debtors and is continuing or TBCC reasonably believes in good faith that fraud has occurred(B) notify, or that Borrower has failed require any Grantor to deliver notify, any Account Debtor of the proceeds Collateral Agent’s security interest in the Receivables and any Supporting Obligation and use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (h) Anything herein to the contrary notwithstanding, each Grantor shall remain liable for payments in respect of Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or other Collateral liability under any agreement giving rise to TBCC as required a payment in respect of a Receivable by reason of or arising out of this Agreement or the receipt by the Collateral Agent nor any other Loan DocumentSecured Party of any payment relating thereto, Borrower hereby irrevocably authorizes and appoints TBCC, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expenseagreement giving rise to a payment in respect of a Receivable, to exercisemake any payment, all to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the following powerssufficiency of any performance by any party thereunder, which are coupled with an interest and are irrevocableto present or file any claim, until all to take any action to enforce any performance or to collect the payment of the Obligations any amounts that may have been indefeasibly paid and satisfied in full in cash: (A) assigned to receive, take, endorse, sign, assign and deliver, all in the name of TBCC it or Borrower, to which it may be entitled at any and all checks, notes, drafts, and other documents time or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowertimes.

Receivables. Upon At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent shall have the right to notify without prior notification to any Grantor, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, the Collateral Agent may, at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds direction of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Documentthe Trustee acting at the direction of the Required Holders, TBCC may (i) settle direct the Account Debtors under any Receivables to make payment of all amounts due or adjust disputes or claims to become due to such Grantor thereunder directly with account debtors for amounts and upon terms which it considers advisable, and to the Collateral Agent; (ii) notify account debtors notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on the Receivables checks and other Collateral that the Receivables and Collateral have been assigned payment items from time to TBCC, and that payments time sent to or deposited in respect thereof shall be made such lockbox or other arrangement directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designateAgent; and (Ciii) enforce, at the expense of such Grantor, collection of any such Receivables and to take adjust, settle or bringcompromise the amount or payment thereof, in the name same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of TBCC or BorrowerReceivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Controlled Account(s) maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or file and sign Borrower's name on a proof compromise the amount or payment of claim in bankruptcy any Receivable, or similar document against release wholly or partly any Account Debtor or obligor of Borrowerthereof, or allow any credit or discount thereon.

Receivables. Upon (a) Other than in the occurrence ordinary course of business consistent with its past practice, such Grantor shall not (i) grant any extension of the time of payment of any Receivable that is included in the Collateral, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable that is included in the Collateral or (v) amend, supplement or modify any Receivable that is included in the Collateral in any manner that could adversely affect the value thereof. (b) Such Grantor shall deliver to the Collateral Trustee a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 7.5% of the aggregate amount of the then outstanding Receivables that are included in the Collateral. (c) Each Grantor shall perform and during comply in all material respects with all of its obligations with respect to the continuance Receivables that are included in the Collateral. (d) Each Grantor shall keep and maintain at its own cost and expense complete records of an Event each Receivable that is included in the Collateral, in a manner consistent with prudent business practice, including records of Defaultall payments received, or credits granted thereon, advances paid, advances recouped, advances not recouped and all other documentation relating thereto. (e) Each Grantor shall legend, at the request of the Collateral Trustee made at any time that TBCC believes after the occurrence of any Secured Debt Default under any Secured Debt Document and in good faith that fraud has occurred or that Borrower has failed form and manner reasonably satisfactory to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan DocumentTrustee, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables that are included in the Collateral and the other books, records and documents of such Grantor evidencing or pertaining to the Receivables that are included in the Collateral with an appropriate reference to the fact that the Receivables and that are included in the Collateral have been assigned to TBCC, the Collateral Trustee for the benefit of the Secured Parties and that payments the Collateral Trustee has a security interest therein for the benefit of the Secured Parties. (f) No Grantor shall rescind or cancel any indebtedness evidenced by any Receivable that is included in the Collateral or modify any term thereof or make any adjustment with respect thereof shall be made directly to TBCC. If an Event thereto except in the ordinary course of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurredbusiness consistent with prudent business practice, or extend or renew any such indebtedness except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable that Borrower has failed is included in the Collateral or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Trustee. Each Grantor shall timely fulfill all obligations on its part to deliver be fulfilled under or in connection with the proceeds Receivables that are included in the Collateral in a manner consistent with Good Utility Practices. (g) Each Grantor shall cause to be collected from the account debtor of each of the Receivables or other that are included in the Collateral, as and when due in the ordinary course of business consistent with prudent business practice (including Receivables that are delinquent, such Receivables that are included in the Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled be collected in accordance with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrowergenerally accepted commercial collection procedures), any and all checks, notes, draftsamounts owing under or on account of such Receivable that is included in the Collateral, and other documents or instruments relating apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Grantor may, with respect to any Receivable that is included in the Collateral; , allow in the ordinary course of business such extensions of time to pay amounts due in respect of Receivables that are included in the Collateral and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable under the circumstances, all in accordance with such Grantor's ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (Bincluding attorneys' fees) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bringcollection, in any case, whether incurred by any Grantor, the name of TBCC Collateral Trustee or Borrowerany other Secured Party, all steps, actions, suits or proceedings deemed shall be paid by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerthe Grantors.

Receivables. Upon With respect to all Receivables now in existence or hereafter created, we warrant and represent to you that, except as disclosed to you in writing: (i) all Receivables are genuine in all respects, are what they purport to be and are not evidenced by a judgment; (ii) all Receivables represent undisputed, BONA FIDE transactions completed in accordance with the occurrence terms and during provisions contained in the continuance invoices and purchase orders relating thereto; (iii) the amounts shown on all certifications provided to you, our books and records and all invoices and statements delivered to you with respect thereto are actually and absolutely owing to us and are not contingent for any reason; (iv) if you have requested us to do so, all payments thereon following such request have been or shall be turned over to you by us; (v) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and we have not made any agreement with any account debtor thereof for any deduction or discount of an Event the sum payable thereunder except regular discounts allowed by us in the ordinary course of Default, or our business for prompt payment; (vi) there are not now and there shall not be at any time that TBCC believes or times hereafter any facts, events or occurrences which in good faith that fraud has occurred any way impair the validity or that Borrower has failed enforcement thereof or tend to deliver reduce the proceeds of Receivables or other Collateral amount payable thereunder from the amounts thereof as shown on the certifications provided to TBCC as required by this Agreement or any other Loan Documentyou, TBCC may our books and records and the invoices and statements delivered to you with respect thereto; (ivii) settle or adjust disputes or claims directly with all account debtors thereof have the capacity to contract and are solvent to the best of our knowledge; (viii) the goods sold or transferred and the services furnished, giving rise thereto are not subject to a lien, claim, encumbrance or security interest except your security interest; (ix) we have no knowledge of any fact or circumstance which would impair the validity or collectability thereof; (x) there are no proceedings or actions which are threatened or pending against any account debtor which might result in any material adverse change in its financial condition; and (xi) with respect to those Receivables upon which we rely for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exerciseAdvances, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of BorrowerEligible Receivables.

Receivables. Upon (a) No Grantor will (i) grant any extension of the occurrence time of payment of any Receivable required to be included in Collateral, (ii) compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral; provided that notwithstanding any of the above, such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications shall be permitted if (A) they occur in the ordinary course of business in accordance with its policies (it being acknowledged that each Grantor in the ordinary course of its business compromises and settles Receivables for significantly less than the full amount thereof and routinely gives significant credits or discounts,) or (B) they would not reasonably be expected to materially adversely affect the value of the Receivable required to be included in Collateral taken as a whole; provided, further, that no such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications shall be permitted upon delivery by the Administrative Agent to the Grantor of a notice to such effect during the continuance of an Event of Default. (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. (c) Other than in the ordinary course of business consistent with its past practice, each Grantor shall perform and comply with all of its obligations with respect to the Receivables. (d) Except as otherwise provided in this Agreement, such Grantor will collect and enforce, at any time that TBCC believes in good faith that fraud has occurred such Grantor’s sole expense, all amounts due or that Borrower has failed hereafter due to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on such Grantor under the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. owned by it. (e) If an Event of Default has occurred and is continuing continuing, such Grantor will deliver to the Administrative Agent promptly upon its request duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Administrative Agent shall specify. (f) If an Event of Default has occurred and is continuing, if (i) any discount, credit or TBCC reasonably believes in good faith that fraud has occurred, agreement to make a rebate or that Borrower has failed to deliver otherwise reduce the proceeds of Receivables amount owing on any Receivable owned by such Grantor exists or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense(ii) if, to exercise, all the knowledge of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrowersuch Grantor, any and all checksdispute, notessetoff, draftsclaim, and other documents counterclaim or instruments relating defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will disclose such fact to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, Administrative Agent in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowerwriting.

Receivables. Upon With respect to each Receivable of each Loan Party included as an Eligible Receivable in the occurrence and during most recent Borrowing Base Certificate: (a) except as specifically disclosed in the continuance of an Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds most recent Schedule of Receivables delivered to Administrative Agent, (1) such Receivable arises out of a bona fide sale and delivery of goods or other Collateral to TBCC as rendition of services by the applicable Loan Party in the Ordinary Course of Business and if evidenced by a judgment, Instrument or Chattel Paper such actions required by this Agreement the Security Documents have been taken with respect thereto, (2) there are no setoffs, claims or any other disputes existing or asserted with respect thereto except for those for which required adjustments have been reflected in the most recent Borrowing Base Certificate delivered to Administrative Agent and the applicable Loan Document, TBCC may Party has not agreed and shall not agree with the applicable Account Debtor for (i) settle any deduction therefrom, (ii) any extension of the time for payment thereof, (iii) any compromise or adjust disputes settlement for less than the full amount thereof, or claims directly (iv) any release, in whole or in part, of any Person liable therefor except deductions, extensions, compromises, settlements or releases allowed by the applicable Loan Party in the Ordinary Course of Business and except for those for which required adjustments have been reflected in the most recent Borrowing Base Certificate delivered to Administrative Agent, (3) there are no facts, events or occurrences that in any way impair the validity, collectability or enforceability thereof or tend to reduce the amount payable thereunder as reflected on the invoices, statements and Schedules of Receivables delivered to Administrative Agent with account debtors for amounts and upon terms which it considers advisablerespect thereto, or that might result in any material adverse change in the financial condition of the applicable Account Debtor or the collectability thereof, and (ii4) notify account debtors on the Receivables and other Collateral each Loan Party has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due; (b) the amounts reflected on all records, invoices, statements and Schedules of Receivables with respect thereto are actually and Collateral absolutely owing to the applicable Loan Party as indicated thereon and are not in any way contingent; (c) during any Dominion Trigger Period, no payments have been assigned to TBCC, and that payments in respect thereof or shall be made directly to TBCC. If an Event thereon except payments in accordance with the provisions of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cash: Section 8.15; and (Ad) to receiveeach Loan Party’s knowledge, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating applicable Account Debtor has the capacity to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrowercontract.

Receivables. Upon the occurrence and during the continuance of an ----------- Event of Default, or at any time that TBCC believes in good faith that fraud has occurred or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, TBCC may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and (ii) notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TBCC, and that payments in respect thereof shall be made directly to TBCC. If an Event of Default has occurred and is continuing or TBCC reasonably believes in good faith that fraud has occurred, or that Borrower has failed to deliver the proceeds of Receivables or other Collateral to TBCC as required by this Agreement or any other Loan Document, Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may designate, as its it attorney-in-fact, at Borrower's Borrower sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable, until all of the Obligations have been indefeasibly paid and satisfied in full in cashcash : (A) to receive, take, endorse, sign, assign and deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as TBCC may designate; and (C) to take or bring, in the name of TBCC or Borrower, all steps, actions, suits or proceedings deemed by TBCC necessary or desirable to enforce or effect collection of Receivables and other Collateral or file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of Borrower.