DOCUMENTS IN THE ASSIGNOR'S POSSESSION.
THE ASSIGNEE ACKNOWLEDGES AND
AGREES THAT THE ASSIGNOR MAY NOT HAVE IN ITS POSSESSION ORIGINALS OF ALL LOAN
DOCUMENTS, WHICH IN SUCH CASE ASSIGNOR SHALL DELIVER COPIES OF SUCH ASSIGNED
DOCUMENTS, PROVIDED, HOWEVER, THE ASSIGNOR SHALL DELIVER TO THE ASSIGNEE THE
FULLY EXECUTED ORIGINALS OF THE FACTORING AND SECURITY AGREEMENT DATED AS OF
SEPTEMBER 9, 2009 AND ANY AMENDMENTS THERETO, ANY NOTES AND EACH OF THE
DOCUMENTS LISTED ON EXHIBIT "A".
4
TURNOVER OF COLLECTIONS.
THE ASSIGNOR SHALL HOLD IN TRUST FOR THE ASSIGNEE,
ANY "COLLECTIONS" (AS DEFINED IN THE ASSIGNED DOCUMENTS) AND ANY OTHER FUNDS
RECEIVED RELATING TO BORROWER, OTHER THAN FUNDS DUE AND OWING TO THE ASSIGNOR IN
ACCORDANCE WITH THE TERMS OF THIS LIMITED RECOURSE ASSIGNMENT, WHETHER RECEIVED
BY ACH TRANSFER OR BY CHECK.
ALL SUCH COLLECTIONS SHALL BE DELIVERED TO THE
ASSIGNEE IN THE FORM RECEIVED IN ACCORDANCE WITH THE ACH INSTRUCTIONS AND
MAILING ADDRESS PROVIDED BY THE ASSIGNEE SET FORTH ON EXHIBIT "B" ANNEXED
HERETO.
WAIVER OF TRIAL BY JURY.
THE ASSIGNEE AND ASSIGNOR MAKE THE FOLLOWING WAIVER
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, AND UNDERSTAND THAT THE PARTIES, IN
ENTERING INTO THE WITHIN AGREEMENT ARE RELYING THEREON.
THE ASSIGNEE AND
ASSIGNOR, IF AND TO THE EXTENT OTHERWISE ENTITLED THERETO, HEREBY IRREVOCABLY
WAIVE ANY PRESENT OR FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR
CONTROVERSY IN WHICH THE ASSIGNOR OR THE ASSIGNEE ARE OR BECOME A PARTY (WHETHER
SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ASSIGNOR OR THE ASSIGNEE
OR IN WHICH THE ASSIGNOR OR ASSIGNEE ARE JOINED AS A PARTY LITIGANT), WHICH CASE
OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, THE AGREEMENT SET FORTH
HEREIN, OR ANY RELATIONSHIP BETWEEN THE ASSIGNEE, WHETHER ALONE OR WITH OTHERS,
AND THE ASSIGNOR, WHETHER ALONE OR WITH OTHERS, RELATIVE TO THE LOAN, THE WITHIN
ASSIGNMENT, OR OTHERWISE.
RELATED AGREEMENTS BETWEEN THE ASSIGNOR AND BORROWER.
IN CONNECTION WITH THIS
LIMITED RECOURSE ASSIGNMENT, THE ASSIGNOR AND THE BORROWER ARE ENTERING INTO
THAT CERTAIN TERMINATION AGREEMENT UNDER FACTORING AND SECURITY AGREEMENT (THE
"TERMINATION AGREEMENT") AND THE BORROWER IS DELIVERING THAT CERTAIN DEFICIENCY
PROMISSORY NOTE IN FAVOR OF THE ASSIGNOR (THE "DEFICIENCY NOTE").
THE ASSIGNOR
HEREBY AGREES THAT (I) ANY OBLIGATIONS OR LIABILITIES UNDER THE TERMINATION
AGREEMENT AND THE DEFICIENCY NOTE ARE SOLELY THE RESPONSIBILITY OF THE BORROWER
AND ANY GUARANTORS THEREOF (II) THE ASSIGNEE WILL NOT BE OBLIGATED IN ANY WAY
FOR ANY OBLIGATIONS OR LIABILITIES UNDER THE TERMINATION AGREEMENT OR DEFICIENCY
NOTE, AND (III) THE ASSIGNOR WILL NOT HAVE ANY RECOURSE TO ANY CHECKS, WIRE
TRANSFERS OR ANY FUNDS THAT WOULD COME INTO THE ASSIGNOR'S POSSESSION UNDER THIS
LIMITED RECOURSE ASSIGNMENT AND THE RESERVE FOR EXPOSED PAYMENTS (AS DEFINED IN
THE ASSIGNED DOCUMENTS) WILL NOT BE AVAILABLE FOR SET-OFF OF THE OBLIGATIONS
OWED BY THE BORROWER AND ANY GUARANTORS THEREOF UNDER THE TERMINATION AGREEMENT
OR DEFICIENCY NOTE.
5
INDEMNIFICATION.
THE ASSIGNEE HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE
ASSIGNOR, AND ANY OF THE ASSIGNOR'S