Common use of Collections, etc Clause in Contracts

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott shall notify the Company of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of Collateral and other money which constitutes Collateral. Abbott, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, make payments directly to Abbott of any amounts due or to become due in respect of the Collateral. Upon request by Abbott during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request by Abbott of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon request by the Administrative Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ Administrative Agent (or another financial institution selected by Abbott the Administrative Agent) over which Abbott the Administrative Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Administrative Agent (or any designee thereofof the Administrative Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Collateral Agent shall notify the Company Guarantor of the revocation of such power and authority, the Company Guarantor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company Guarantor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company Guarantor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)business, the cash proceeds of Collateral and other money which constitutes Collateral (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as the Guarantor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default existsexists and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or any other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Collateral Agent and enforce by suit or otherwise the obligations of an Account Debtor or any other Person obligated on Collateral and exercise the rights of the Guarantor with respect to the obligation of the Account Debtor or any other Person obligated on Collateral to make payment or otherwise render performance to the Guarantor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Collateral Agent during the existence and continuance of a Default, the Guarantor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Collateral Agent during the existence and continuance of a Default, the Company Guarantor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company Guarantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by the Company Guarantor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent until delivery is made to Abbottthe Collateral Agent. The Company Guarantor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent to the Guarantor pursuant to the foregoing sentence. During the existence and continuance of a Default, all items or amounts which are delivered by the Company Guarantor to Abbott the Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account of the Guarantor with the Collateral Agent (or another financial institution selected by the Collateral Agent) over which the Collateral Agent has sole dominion and control (each an "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control), as security for payment of the Liabilities. The Company Guarantor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company Guarantor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Collateral Agent may determinedetermine pursuant to the terms of the Credit Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the CompanyGuarantor. Abbott The Collateral Agent (or any designee thereofof the Collateral Agent) is authorized to endorse, in the name of the CompanyGuarantor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Collateral Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Financing Agreements), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by any Debtor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent for the benefit of the Benefited Parties until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any weekweek or upon the request of the Required Benefited Parties in accordance with the Intercreditor Agreement, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, Liabilities (whether or not then duedue if such request is made by the applicable Debtor, but only to amounts then due if such request is made by the Required Benefited Parties) in such the order of application as Abbott may determineset forth in the Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor so long as such release is permitted by the Intercreditor Agreement. Abbott (or any designee thereof) During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. From and after July 1, 2001, no Debtor shall maintain any Deposit Account or deposit any item or amount in any Deposit Account, except (i) Deposit Accounts maintained with the Collateral Agent and (ii) Deposit Accounts as to which such Debtor, the Collateral Agent and the depository bank have entered into an agreement that the depositary bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in the account without further consent by such Debtor.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Bank shall notify the Company of the revocation of such power and authority, the Company maywill, at its own expense, endeavor to collect, as and when due, all amounts due under the Accounts, and may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its businessAccounts, any raw materials, work in process refund or materials normally held by the Company for allowance to such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement party consistent with Abbott), the cash proceeds of Collateral and other money which constitutes Collateralpast practice. AbbottThe Bank, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on the Accounts to make payments directly payment to Abbott the Bank of any amounts due or to become due in respect thereunder and enforce collection of the CollateralAccounts by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Bank during the existence of a Default, the Company will, at its own expense, notify any or all parties obligated on the Accounts to make payment to the Bank of any amounts due or to become due thereunder. Upon request by Abbott the Bank during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbottthe Bank, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Bank) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Bank may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Bank until delivery is made to Abbottthe Bank. The Company will comply with the terms and conditions of any consent given by Abbott the Bank pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott the Bank on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the an "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott the Bank over which Abbott the Bank has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott The Bank may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Bank may determine, and Abbott the Bank may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott The Bank (or any designee thereofof the Bank) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbottthe Bank, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Collateral Agent shall notify the Company such Debtor of the revocation of such power and authority, each Debtor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Company mayCollateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money goods, the sale or lease of which constitutes shall have given rise to such Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralCollateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon Promptly following any request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will establish a deposit account with the Collateral Agent (an "Assignee Deposit Account") and will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the CollateralCollateral for deposit in the Assignee Deposit Account as security for payment of the Liabilities. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral Agent. No Debtor shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determineis set forth in the Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretiondiscretion (subject to the terms of the Intercreditor Agreement), release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) The Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. Each Debtor hereby appoints the Collateral Agent as the attorney-in-fact for such Debtor for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instrument which the Collateral Agent may deem reasonably necessary or advisable to accomplish the terms hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Secured Party shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Facilities), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Secured Party may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non- Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Secured Party, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non- Tangible Collateral to make payments directly payment to Abbott the Secured Party of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request by Abbott of the Secured Party during the existence of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Company Non-Tangible Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Upon request by the Secured Party during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Secured Party, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Secured Party) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Secured Party may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Secured Party until delivery is made to Abbottthe Secured Party. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Secured Party pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Secured Party on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ Secured Party (or another financial institution selected by Abbott the Secured Party) over which Abbott the Secured Party has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Secured Party may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Secured Party may determine, and Abbott the Secured Party may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Secured Party (or any designee thereofof the Secured Party) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Secured Party, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the Hedge Counterparty shall notify the Company such Grantor of the revocation of such power and authorityauthority and to the extent not inconsistent with its obligations to the Other Secured Parties, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Company mayNon-Tangible Collateral, including the taking of such action with respect to such collection as the Hedge Counterparty may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Non-Tangible Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Hedge Counterparty, however, may, at any time that a an Event of Default existshas occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesObligations, notify any party obligated on any of the Non-Tangible Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Hedge Counterparty and enforce, by suit or otherwise the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the Hedge Counterparty may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Hedge Counterparty following the occurrence and during the continuation of an Event of Default and to the extent not inconsistent with its obligations to the Other Secured Parties, each Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to or for the benefit of the Hedge Counterparty of any amounts due or to become due in respect of the Collateral. Upon request by Abbott during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralthereunder.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Agent shall notify the Company such of the revocation of such power and authorityauthority following the occurrence and during the continuation of an Event of Default, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which that constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default existsfollowing the occurrence and during the continuation of an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Agent and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with exercise of such rights and remedies, the Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Agent following the occurrence and during the continuation of an Event of Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Agent following the occurrence and during the existence continuation of a an Event of Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which that may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which that may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a an Event of Default, all items or amounts which that are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of the Company such Debtor with a ------------------------ financial institution selected by Abbott the Agent, over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect (in a manner consistent with past practice), as and when due, all amounts due under any of the Non-Tangible Collateral and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent during the existence of an Event of Default, each Debtor will, at its own expense, notify any parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amounts due or to become due thereunder. Upon request by Abbott the Administrative Agent during the existence of a an Event of Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writingAt the request of the Administrative Agent (or at all times during the existence of an Event of Default pursuant to Section 12.1.1 or 12.1.3 of the Credit Agreement), any such items which may be so received by any Debtor during the Company existence of an Event of Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a an Event of Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company So long as an Event of Default continues to exist, no Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott So long as an Event of Default continues to exist, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor; provided that, if such Event of Default shall no longer exist, the Administrative Agent shall release the balance in the Assignee Deposit Account to the applicable Debtor. Abbott (or any designee thereof) During the existence of an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, consistent with past practice, all amounts due under any of the Company mayNon-Tangible Collateral, including the taking of such action with respect to such collection as such Grantor may deem advisable in the exercise of its business judgment , and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Non-Tangible Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon reasonable request by Abbott of the Administrative Agent during the existence of a Default, each Grantor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon reasonable request by the Administrative Agent during the existence of a Default, (i) each Grantor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except , and (ii) except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by any Grantor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Grantor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, (i) all items or amounts which are delivered by any Grantor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) under which the Administrative Agent is the depositary bank of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlsuch Grantor, as security for payment of the Liabilities. The Company , and (ii) no Grantor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its reasonable discretion, and shall upon reasonable request of the Company made not more than once in any weekapplicable Grantor, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its reasonable discretion, release all or any of such balance to the Companyapplicable Grantor. Abbott (or any designee thereof) During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the Companyapplicable Grantor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral. From and after the date that is 90 days after either (x) the Administrative Agent or the Required Lenders shall so request or (y) the first date that the Revolving Credit Exposure shall exceed $100,000,000, no Grantor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except: (i) Deposit Accounts maintained with the Administrative Agent, (ii) other Deposit Accounts of the Grantors for which account control agreements with the Administrative Agent are in effect or that are swept into concentration accounts for which account control agreements with the Administrative Agent are in place, (iii) Permitted Unpledged Accounts, (iv) other Deposit Accounts with an aggregate amount on deposit not to exceed $2,000,000, and (v) as otherwise permitted by the Credit Agreement.

Collections, etc. Until such time time, during the existence of a ---------------- Default Default, as Abbott the Administrative Agent shall notify the Company Debtor of the revocation of such power and authority, the Company Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds Proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Administrative Agent, and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to Debtor and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, Administrative Agent may surrender, release or exchange all or any part of such Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Administrative Agent during the existence of a Default, Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Administrative Agent during the existence of a Default, the Company Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company Debtor at any time in full or partial payment or otherwise as proceeds Proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by the Company Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During After the date hereof and following written notice by Administrative Agent during the existence of a Default, all items or amounts which are delivered by Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds Proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the an "Assignee Deposit Account") of the Company Debtor with a ------------------------ LaSalle (or another financial institution selected by Abbott the Administrative Agent) over which Abbott the Administrative Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, time in its discretion, and shall shall, upon request of the Company Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, required by SECTION 1.5.3 of the Credit Agreement and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the CompanyDebtor. Abbott During the existence of a Default, the Administrative Agent (or any designee thereofof the Administrative Agent) is authorized to endorse, in the name of the CompanyDebtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time time, during the existence of a ---------------- Default Default, as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds Proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Administrative Agent, and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to such Debtor and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, Administrative Agent may surrender, release or exchange all or any part of such Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Administrative Agent during the existence of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds Proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During After the date hereof and following written notice by Administrative Agent during the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds Proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the an "Assignee Deposit Account") of the Company such Debtor with a ------------------------ LaSalle (or another financial institution selected by Abbott the Administrative Agent) over which Abbott the Administrative Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determinerequired in SECTION 1.5.3 of the Credit Agreement, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott During the existence of a Default, the Administrative Agent (or any designee thereofof the Administrative Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the U.S. Collateral Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, use commercially reasonable efforts to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the U.S. Collateral Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe U.S. Collateral Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the U.S. Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the U.S. Collateral Agent during the existence of a Default, the Company will forthwitheach Debtor will, upon receiptat its own expense, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at notify any time in full or partial payment or otherwise as proceeds of parties obligated on any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by Non-Tangible Collateral to make payment to the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions U.S. Collateral Agent of any consent given by Abbott pursuant amounts due or to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralbecome due thereunder.

Collections, etc. Until such time as the Collateral Trustee shall notify any Debtor of the revocation of such power and authority as set forth below, such Debtor may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral. Until such time during the existence of a ---------------- an Event of Default as Abbott the Collateral Trustee shall notify the Company any Debtor of the revocation of such power and authority, the Company such Debtor: (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, consume in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, use in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Indenture), the cash proceeds of the Collateral and other money which constitutes the Collateral; and (b) will, at its own expense, use its best reasonable efforts to collect, as and when due, all amounts due under any of the Collateral, including the taking of such action with respect to such collection as the Collateral Trustee may request or, in the absence of such request, as such Debtor may deem advisable in accordance with good business practices. AbbottThe Collateral Trustee, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesNote Obligations, subject to the provisions set forth in the Intercreditor Agreement, notify an Account Debtor or other Person obligated on the Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Collateral Trustee (or a bailee therefor) and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on the Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on the Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Collateral Trustee may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Subject to the provisions of the Intercreditor Agreement, upon the request of the Collateral Trustee during the existence of an Event of Default, each Debtor will, at its own expense, immediately notify any or all parties obligated on any of the Collateral to make payment to the Collateral Trustee of any amounts due or to become due in respect thereunder. Subject to the provisions of the Collateral. Upon Intercreditor Agreement, upon request by Abbott the Collateral Trustee during the existence and continuation of a an Event of Default, the Company each Debtor will forthwith, forthwith upon receipt, transmit and deliver to Abbottthe Collateral Trustee, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Trustee) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateral.the

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company Debtor of the revocation of such power and authority, the Company Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)business, the cash proceeds Proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such NonTangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesObligations, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Agent, and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, Agent may surrender, release or exchange all or any part of such Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Agent during the existence of a Default, Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Agent during the existence of a Default, the Company Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company Debtor at any time in full or partial payment or otherwise as proceeds Proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds Proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of the Company Debtor with a ------------------------ financial institution selected by Abbott the Agent over which Abbott the Agent has sole dominion and control, as security for payment of the LiabilitiesObligations. The Company Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the LiabilitiesObligations, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the CompanyDebtor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the CompanyDebtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due thereunder. Upon request by the Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by any Debtor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit AccountASSIGNEE DEPOSIT ACCOUNT") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAgent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request in writing or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the written request by Abbott of the Agent during the existence of a Default, the Company will forthwitheach Debtor will, upon receiptat its own expense, transmit and deliver to Abbott, in the form received, notify any or all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of parties obligated on any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by Non-Tangible Collateral to make payment to the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions Agent of any consent given by Abbott pursuant amounts due or to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralbecome due thereunder.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott shall notify the Company of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of The Collateral and other money which constitutes Collateral. Abbott, however, Agent may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon Promptly following any request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items requested to be delivered to the Collateral Agent pursuant to the preceding sentence which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent for the benefit of the Benefited Parties until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During Upon request by the Collateral Agent during the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order accordance with the terms of application as Abbott may determinethe Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. No Debtor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except (i) Deposit Accounts maintained with the Collateral Agent, (ii) Deposit Accounts maintained in a jurisdiction outside the United States and (iii) Deposit Accounts as to which such Debtor, the Collateral Agent and the depository bank have entered into an agreement that the depositary bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in the account without further consent by such Debtor; provided that the Collateral Agent shall not provide such instructions unless a Default exists. Each Debtor hereby appoints the Collateral Agent as the attorney-in-fact for such Debtor for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott shall notify the Company of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of The Collateral and other money which constitutes Collateral. Abbott, however, Agent may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon Promptly following any request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent for the benefit of the Benefited Parties until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During Upon request by the Collateral Agent during the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order accordance with the terms of application as Abbott may determinethe Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. From and after May 15, 2002, no Debtor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except (i) Deposit Accounts maintained with the Collateral Agent, (ii) Permitted Deposit Accounts and (iii) Deposit Accounts as to which such Debtor, the Collateral Agent and the depository bank have entered into an agreement that the depositary bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in the account without further consent by such Debtor. Each Debtor hereby appoints the Collateral Agent as the attorney-in-fact for such Debtor for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the First Priority Collateral Agent shall notify the Company such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all 5256336.18 08048307 amounts due under any of the Company mayNon-Tangible Collateral, including the taking of such action with respect to such collection as the First Priority Collateral Agent may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Non-Tangible Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe First Priority Collateral Agent, however, may, at any time that a an Event of Default existshas occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesObligations, notify any party obligated on any of the Non-Tangible Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the First Priority Collateral Agent and enforce, by suit or otherwise the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the First Priority Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the First Priority Collateral Agent following the occurrence and during the continuation of an Event of Default, each Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the First Priority Collateral Agent of any amounts due or to become due in respect of the Collateral. Upon request by Abbott during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralthereunder.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company [such][the] Debtor of the revocation of such power and authority, the Company [each][the] Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company [such][the] Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company [such][the] Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect (except to the extent determined by [the][such] Debtor in good faith to be inconsistent with sound business practice), as and when due, all amounts due under any of the material Non-Tangible Collateral and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesSecured Obligations, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Administrative Agent during the existence of a Default, [each][the] Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Secured Parties of any amounts due or to become due thereunder. Upon request by the Administrative Agent during the existence of a Default, [each][the] Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company [such][the] Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by [any][the] Debtor following a request by the Company Administrative Agent during the existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company [Each][The] Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by [any][the] Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of [such][the] Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the LiabilitiesSecured Obligations. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott So long as a Default continues to exist, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company [applicable] Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the LiabilitiesSecured Obligations, whether or not then due, in such the order of application as Abbott may determineprovided in Section 8.03 of the Credit Agreement, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Company[applicable] Debtor; provided that if such Default shall no longer exist, the Administrative Agent shall release the balance in the Assignee Deposit Account to the [applicable] Debtor. Abbott (or any designee thereof) During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the Company[applicable] Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company [such][the] Debtor of the revocation of such power and authority, the Company [each][the] Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company [such][the] Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company [such][the] Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect (in a manner consistent with past practice), as and when due, all amounts due under any of the Non-Tangible Collateral and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Administrative Agent during the existence of a Default, [each][the] Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amounts due or to become due thereunder. Upon request by the Administrative Agent during the existence of a Default, [each][the] Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company [such][the] Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by [any][the] Debtor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company [Each][The] Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by [any][the] Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of [such][the] Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott So long as a Default continues to exist, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company [applicable] Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Company[applicable] Debtor; provided that if such Default shall no longer exist, the Administrative Agent shall release the balance in the Assignee Deposit Account to the [applicable] Debtor. Abbott (or any designee thereof) During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the Company[applicable] Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Collateral Agent shall notify the Company of the revocation of such power and authority, the Company (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as the Company may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default existsexists and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or any other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Collateral Agent and enforce by suit or otherwise the obligations of an Account Debtor or any other Person obligated on Collateral and exercise the rights of the Company with respect to the obligation of the Account Debtor or any other Person obligated on Collateral to make payment or otherwise render performance to the Company, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Collateral Agent during the existence and continuance of a Default, the Company will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Collateral Agent during the existence and continuance of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent until delivery is made to Abbottthe Collateral Agent. The Company will comply with the terms and conditions of any consent given by Abbott the Collateral Agent to the Company pursuant to the foregoing sentence. During the existence and continuance of a Default, all items or amounts which are delivered by the Company to Abbott the Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account of the Company with the Collateral Agent (or another financial institution selected by the Collateral Agent) over which the Collateral Agent has sole dominion and control (each, an "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control), as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Collateral Agent may determinedetermine pursuant to the terms of the Credit Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott The Collateral Agent (or any designee thereofof the Collateral Agent) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time after the occurrence and during the existence continuance of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement and Section 7 of this Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such commercially reasonable action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral and may grant extensions of time to pay amounts due and such other modifications of payment terms as shall be commercially reasonable in the circumstances. AbbottThe Administrative Agent, however, may, at any time that after the occurrence and during the continuance of a Default existsDefault, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent after the occurrence and during the continuance of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon request by Abbott the Administrative Agent after the occurrence and during the existence continuance of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money Cash Instruments (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items Cash Instruments which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During After the existence occurrence and during the continuance of a Default, all items or amounts which are delivered by any Debtor, any Receiving Bank, the Company Concentration Bank or any bank or other financial institution maintaining a Lockbox or a Lockbox Account to Abbott the Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each, an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the any Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) The Administrative Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a Default ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Automobile Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral. Abbott, however, The Agent may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Subject Receivables to make payments directly payment to Abbott the Agent of any amounts due or to become due thereunder (but only if the applicable Debtor shall have failed, within two Business Days after having been requested in respect writing to do so by the Agent, to notify such parties to make payment of such amounts to the Agent) and enforce collection of any of the CollateralSubject Receivables by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. When any Debtor or any of its Affiliates (or any shareholder, director, officer, employee, agent or those Persons acting for or in concert with such Debtor or an Affiliate of such Debtor) shall receive or otherwise come into possession or control of any monies, checks, notes, drafts or other payment items (each, a "Payment Item") representing the purchase price of any Third ------------ Party Sold Receivable sold by such Debtor, then, except as otherwise permitted in a writing signed by the Agent, such Debtor shall, or shall cause such Affiliate or such other Person to, deposit the same in kind in precisely the form in which such Payment Item was received (with all Payment Items endorsed if necessary for collection) into a Deposit Account maintained in the United States of America with respect to which the depositary bank has executed the Control Agreement. Without limiting the foregoing, each Debtor selling any Third Party Sold Receivable shall instruct the purchaser thereof to remit the purchase price for such Receivable into such a Deposit Account. During the existence of a Control Agreement Default, the Agent may issue the Notice (as defined in the Control Agreement) pursuant to the Control Agreement. Upon request by Abbott the Agent during the existence of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon in express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company such Debtor with a ------------------------ financial institution selected by Abbott the Agent over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott At any time that a Default exists, the Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral and Pledged Debt, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request by Abbott of the Agent during the existence of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Company Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due thereunder. Upon request by the Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company such Debtor with a ------------------------ LaSalle (or another financial institution selected by Abbott the Agent) over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. (a) Until such time during as the existence of a ---------------- Default as Abbott Administrative Agent shall notify the Company such Debtor in writing of the revocation of such power and authorityauthority which notification shall remain in effect only so long as any Default has occurred and is continuing, the Company each Debtor (i) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, (ii) will, at its own expense, endeavor to collect, as and usewhen due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (iii) may grant, in the ordinary course of its business (but subject business, to any party obligated on any of the terms of Non-Tangible Collateral, any agreement with Abbott)rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default existsexists and is continuing, after first notifying the Company of its intention to do so, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Administrative Agent during the existence of a Default, the Company will forthwitheach Debtor will, upon receiptat its own expense, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at notify any time in full or partial payment or otherwise as proceeds of parties obligated on any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by Non-Tangible Collateral to make payment directly to the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions Administrative Agent of any consent given by Abbott pursuant amounts due or to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralbecome due thereunder.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Collateral Trustee shall notify the Company any Debtor of the revocation of such power and authority, such Debtor may grant, in the Company ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral. Until such time during the existence of an Event of Default as the Collateral Trustee shall notify any Debtor of the revocation of such power and authority, such Debtor: (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, consume in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, use in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Indenture), the cash proceeds of the Collateral and other money which constitutes the Collateral; and (b) will, at its own expense, use its best reasonable efforts to collect, as and when due, all amounts due under any of the Collateral, including the taking of such action with respect to such collection as the Collateral Trustee may request or, in the absence of such request, as such Debtor may deem advisable in accordance with good business practices. AbbottThe Collateral Trustee, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesNote Obligations, subject to the provisions set forth in the Intercreditor Agreement, notify an Account Debtor or other Person obligated on the Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Collateral Trustee (or a bailee therefor) and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on the Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on the Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Collateral Trustee may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Subject to the provisions of the Intercreditor Agreement, upon the request of the Collateral Trustee during the existence of an Event of Default, each Debtor will, at its own expense, immediately notify any or all parties obligated on any of the Collateral to make payment to the Collateral Trustee of any amounts due or to become due in respect thereunder. Subject to the provisions of the Collateral. Upon Intercreditor Agreement, upon request by Abbott the Collateral Trustee during the existence of a an Event of Default, the Company each Debtor will forthwith, forthwith upon receipt, transmit and deliver to Abbottthe Collateral Trustee, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Trustee) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Trustee may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Trustee until delivery is made to Abbottthe Collateral Trustee. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Trustee pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the The Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott Trustee (or any designee thereofof the Collateral Trustee or any bailee of the Collateral Trustee) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Trustee, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Bank shall notify the Company such Debtor of the revocation of such power and authority, each Debtor may grant, in the Company ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral. Until such time during the existence of an Event of Default as the Bank shall notify Debtor of the revocation of such power and authority, each Debtor: (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, consume in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, use in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral; and (b) will, at its own expense, use its best efforts to collect, as and when due, all amounts due under any of the Collateral, including the taking of such action with respect to such collection as the Bank may request or, in the absence of such request, as such Debtor may deem advisable in accordance with good business practices. AbbottThe Bank, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Bank and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Bank may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Bank during the existence of an Event of Default, each Debtor will, at its own expense, immediately notify any or all parties obligated on any of the Collateral to make payment to the Bank of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Bank during the existence of a an Event of Default, the Company each Debtor will forthwith, forthwith upon receipt, transmit and deliver to Abbottthe Bank, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Bank) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Bank may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Bank until delivery is made to Abbottthe Bank. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Bank pursuant to the foregoing sentence. During the existence of a an Event of Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Bank on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of the Company such Debtor with a ------------------------ Bank (or another financial institution selected by Abbott the Bank) over which Abbott the Bank has sole dominion and control, control as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Bank may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Bank may determinedetermine in its discretion, and Abbott the Bank may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Bank (or any designee thereofof the Bank) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Bank, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during The Collateral Agent may, and at the existence of a ---------------- Default as Abbott shall notify the Company direction of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of Collateral and other money which constitutes Collateral. Abbott, however, mayRequired Lenders shall, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any Liabilities, notify any party obligated on any of the Liabilities, Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts amount due or to become due in respect thereunder and enforce collection of any Non-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the Collateraloriginal period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any party obligated on any Non-Tangible Collateral to make payment to the Company Collateral Agent for the benefit of the Lender Parties of any amount due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Collateral Agent shall notify any party to which it has given a notice or with respect to which the Collateral Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which that may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, ; provided that if at any time after such items which may be so received a request is made by the Company will not be commingled with any other Collateral Agent, no Default exists, the obligations of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott each Debtor under this paragraph shall cease until delivery is made to Abbott. The Company will comply with a further request of the terms and conditions Collateral Agent during the existence of any consent given by Abbott pursuant to the foregoing sentencea Default. During the existence of a Default, (a) all items or amounts which that are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment of, or otherwise as proceeds of of, any of Collateral pursuant to the Collateral foregoing paragraph shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company , and (b) except as expressly set forth herein, no Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the Collateral Agent may, from time to time, in its discretiondiscretion or at the direction of the Required Lenders, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Collateral Agent may determine, and Abbott the Collateral Agent or the Required Lenders may, from time to time, in its discretiondiscretion or at the direction of the Required Lenders, release all or any portion of such balance to the Companyapplicable Debtor; provided that (i) if a Lender shall have notified the Collateral Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). Abbott (or At any designee thereof) time no Default exists, the Collateral Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such Debtor. During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any Collateral. Each Debtor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of carrying out the Collateralprovisions of this Agreement and taking any action and executing or completing any instrument that the Required Lenders may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Lender shall notify the Company of the revocation of such power and authority, the Company (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Lender), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Lender may reasonably request or, in the absence of such request, as the Company may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Lender, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Lender of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Lender during the existence of a Default, or prior thereto, the Company will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Lender of any amounts due or to become due thereunder. Upon request by Abbott the Lender during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbottthe Lender, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Lender) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Lender may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Lender until delivery is made to Abbottthe Lender. The Company will comply with the terms and conditions of any consent given by Abbott the Lender pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott Lender (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbottthe Lender, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect (in a manner consistent with past practice), as and when due, all amounts due under any of the Non-Tangible Collateral and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amounts due or to become due thereunder. Upon request by the Administrative Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by any Debtor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott So long as a Default continues to exist, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor; provided that if such Default shall no longer exist, the Administrative Agent shall release the balance in the Assignee Deposit Account to the applicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the Administrative Agent shall notify the Company [such][the] Debtor of the revocation of such power and authority, the Company [each][the] Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company [such][the] Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company [such][the] Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect (in a manner consistent with past practice), as and when due, all amounts due under any of the Non-Tangible Collateral and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent during the existence of an Event of Default, [each][the] Debtor will, at its own expense, notify any parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amounts due or to become due thereunder. Upon request by Abbott the Administrative Agent during the existence of a an Event of Default, the Company [each][the] Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company [such][the] Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by [any][the] Debtor during the Company existence of an Event of Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company [Each][The] Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a an Event of Default, all items or amounts which are delivered by [any][the] Debtor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of [such][the] Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott So long as an Event of Default continues to exist, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company [applicable] Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Company[applicable] Debtor; provided that if such Event of Default shall no longer exist, the Administrative Agent shall release the balance in the Assignee Deposit Account to the [applicable] Debtor. Abbott (or any designee thereof) During the existence of an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Company[applicable] Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott shall notify the Company of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of The Collateral and other money which constitutes Collateral. Abbott, however, Agent may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon Promptly following any request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items requested to be delivered to the Collateral Agent pursuant to the preceding sentence which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent for the benefit of the Benefited Parties until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During Upon request by the Collateral Agent during the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order accordance with the terms of application as Abbott may determinethe Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. No Debtor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except (i) Deposit Accounts maintained with the Collateral Agent, (ii) Deposit Accounts maintained in a jurisdiction outside the United States and (iii) Deposit Accounts as to which such Debtor, the Collateral Agent and the depository bank have entered into an agreement that the depositary bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in the account without further consent by such Debtor; provided that the Collateral Agent shall not provide such instructions unless a Default exists. Each Debtor hereby appoints the Collateral Agent as the attorney-in-fact for such Debtor for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, and including, following the occurrence of an Event of Default, the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Agent and enforce, by suit or otherwise the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with exercise of such rights and remedies, the Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Agent during the existence of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Agent during the existence of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company such Debtor with a ------------------------ LaSalle (or another financial institution selected by Abbott the Agent) over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time after the occurrence and during the existence continuance of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease assign, lease, convey, transfer or otherwise dispose of or furnish under contracts of service free and clear of the Liens in this Agreement and all other Collateral Documents any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement and Section 7 of this Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such commercially reasonable action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral and may grant extensions of time to pay amounts due and such other modifications of payment terms as shall be commercially reasonable in the circumstances. AbbottThe Administrative Agent, however, may, at any time that after the occurrence and during the continuance of a Default existsDefault, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesLiabilities and, with contemporaneous notice to the Company (provided that the failure to give such notice shall not give rise to any liability to the Administrative Agent or any Lender Party), notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent after the occurrence and during the continuance of a Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon request by Abbott the Administrative Agent after the occurrence and during the existence continuance of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money Cash Instruments (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items Cash Instruments which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During After the existence occurrence and during the continuance of a Default, all items or amounts which are delivered by any Debtor, any Receiving Bank, the Company Concentration Bank or any bank or other financial institution maintaining a Lockbox or a Lockbox Account to Abbott the Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each, an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAdministrative Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the any Assignee Deposit Account. Abbott Subject to the terms and provisions of the Credit Agreement (including without limitation, Section 10.11(d) thereof), the Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) After the occurrence and during the continuance of a Default, the Administrative Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott Subordinated Creditor shall notify the Company of the revocation of such power and authority, the Company (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as Subordinated Creditor may reasonably request or, in the absence of such request, as the Company may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottSubordinated Creditor, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of Subordinated Creditor and enforce, by suit or otherwise the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of the Company with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to the Company, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with exercise of such rights and remedies, Subordinated Creditor may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of Subordinated Creditor during the existence of a Default, the Company will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to Subordinated Creditor of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott Subordinated Creditor during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to AbbottSubordinated Creditor, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by AbbottSubordinated Creditor) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott Subordinated Creditor may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott Subordinated Creditor until delivery is made to AbbottSubordinated Creditor. The Company will comply with the terms and conditions of any consent given by Abbott Subordinated Creditor pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott Subordinated Creditor on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott Subordinated Creditor over which Abbott Subordinated Creditor has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any no right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott Subordinated Creditor may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott Subordinated Creditor may determine, and Abbott Subordinated Creditor may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott Subordinated Creditor (or any designee thereofof Subordinated Creditor) is authorized to endorse, in the name of the Company, any item, howsoever received by AbbottSubordinated Creditor, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, consistent with past practice, all amounts due under any of the Company mayNon-Tangible Collateral, including the taking of such action with respect to such collection as such Grantor may deem advisable in the exercise of its business judgment , and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Non-Tangible Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon reasonable request by Abbott of the Administrative Agent during the existence of a Default, each Grantor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon reasonable request by the Administrative Agent during the existence of a Default, (i) each Grantor will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except , and (ii) except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by any Grantor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company Each Grantor will comply with the terms and conditions of any consent given by Abbott the Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, (i) all items or amounts which are delivered by any Grantor to the Company to Abbott Administrative Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) under which the Administrative Agent is the depositary bank of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlsuch Grantor, as security for payment of the Liabilities. The Company , and (ii) no Grantor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its reasonable discretion, and shall upon reasonable request of the Company made not more than once in any weekapplicable Grantor, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its reasonable discretion, release all or any of such balance to the Companyapplicable Grantor. Abbott (or any designee thereof) During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the Companyapplicable Grantor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral. From and after the date that is 90 days after the Administrative Agent or the Required Lenders shall so request (it being understood and agreed that the Administrative Agent and the Required Lenders shall have such right to make such request only at such time that the Revolving Credit Exposure exceeds $200,000,000 or when a Default is then continuing), no Grantor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except: (i) Deposit Accounts maintained with the Administrative Agent, (ii) other Deposit Accounts of the Grantors for which account control agreements with the Administrative Agent are in effect or that are swept into concentration accounts maintained with the Administrative Agent or for which account control agreements with the Administrative Agent are in place, (iii) Permitted Unpledged Accounts, (iv) other Deposit Accounts with an aggregate amount on deposit not to exceed $2,000,000, and (v) as otherwise permitted by the Credit Agreement.

Collections, etc. (a) Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any party obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request by Abbott of the Agent during the existence of a Default, the Company will forthwitheach Debtor will, upon receiptat its own expense, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at notify any time in full or partial payment or otherwise as proceeds of party obligated on any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by Non-Tangible Collateral to make payment to the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions Agent of any consent given by Abbott pursuant amounts due or to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralbecome due thereunder.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (i) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Accounts, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any Account, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Account. AbbottThe Agent, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any Accounts to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralAccounts by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Agent during the existence of an Event of Default, each Debtor will, at its own expense, notify any or all parties obligated on any of the Accounts to make payment to the Agent, for the benefit of the Lender Parties of any amounts due or to become due thereunder. Upon request by Abbott the Agent during the existence of a an Event of Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company each Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a an Event of Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor with the Company with a ------------------------ Agent (or another financial institution selected by Abbott the Agent) over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Secured Party shall notify the Company Debtor of the revocation of such power and authority, the Company Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company Debtor for such purpose, ; use and consume, in the ordinary course of its business, any raw materials, work in work-in-process or materials normally held by the Company Debtor for such purpose, ; and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which that constitutes Collateral, (b) may, in the ordinary course of its business, sell Chattel Paper, (c) may, to the extent permitted by the Credit Agreement, sell Instruments, Investment Property and Goods, (d) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Secured Party may reasonably request or, in the absence of such request, as the Debtor may deem advisable, and (e) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Secured Party, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any party obligated on any of the Non-Tangible Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Secured Party and enforce, by suit or otherwise, the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the Secured Party may surrender, release or exchange any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Secured Party during the existence of a Default, the Debtor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the Secured Party of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Secured Party during the existence of a Default, the Company Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Secured Party, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Secured Party) which that may be received by the Company Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Secured Party may otherwise consent in writing, any such items which that may be so received by the Company Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Secured Party until delivery is made to Abbottthe Secured Party. The Company Debtor will comply with the terms and conditions of any consent given by Abbott the Secured Party pursuant to the foregoing sentence. During the existence of a Default, unless the Secured Party shall otherwise expressly instruct the Debtor in writing, all items or amounts which that are delivered by the Company Debtor to Abbott the Secured Party on account of partial or full payment of Liabilities or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of the Company Debtor with a ------------------------ the Secured Party (or another financial institution selected by Abbott the Secured Party) over which Abbott the Secured Party has sole dominion and control, as security for payment of the Liabilities. The Company Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Secured Party may, ​ ​ from time to time, in its discretion, and shall upon request of the Company Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Secured Party may determine, and Abbott the Secured Party may, from time to time, in its discretion, release all or any of such balance to the CompanyDebtor. Abbott During the existence of a Default, the Secured Party (or any designee thereofof the Secured Party) is authorized to endorse, in the name of the CompanyDebtor, any item, howsoever received by Abbottthe Secured Party, representing Collateral or any payment on or other proceeds of any of the Collateral. The Debtor shall not maintain any Deposit Account or deposit any item or amount in any Deposit Account, except Deposit Accounts as to which the Debtor, the Secured Party and the depository bank have entered into an agreement that the depository bank will comply with instructions originated by the Secured Party directing disposition of the funds in the account without further consent by the Debtor.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company will forthwithNon-Tangible Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Not later than 30 days after the Closing Date the Debtors shall establish, upon receiptand thereafter so long as this Agreement is in effect the Debtors shall maintain, transmit a lock-box service for collection of Accounts, all pursuant to documentation reasonably acceptable to the Administrative Agent. The Debtors shall instruct all Account Debtors to make all payments directly to the address or addresses established for such service. If, notwithstanding such instructions, any Debtor receives any payment on any Account, or if any Debtor receives any other payment constituting proceeds of Collateral, it shall receive such payment as the Administrative Agent's trustee and shall promptly deliver such payment to the Administrative Agent in its original form, duly endorsed in blank, or deposit such payment into the Concentration Account or a Blocked Account (each as defined below). Each Debtor agrees that, at any time a Default exists, the Administrative Agent shall have access to any post office box established pursuant to this paragraph (and each Debtor agrees to execute and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for Administrative Agent such documents as the payment of money (properly endorsed, where required, so that Administrative Agent shall reasonably request to obtain such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralaccess).

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Administrative Agent shall notify the Company such Debtor of the revocation of such power and authority, each Debtor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Company mayCollateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money goods, the sale or lease of which constitutes shall have given rise to such Collateral. AbbottThe Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Collateral to make payments directly payment to Abbott the Administrative Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralCollateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon Promptly following any request by Abbott of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. Upon request by the Administrative Agent during the existence of a Default, each Debtor will establish a deposit account with the Administrative Agent (an "ASSIGNEE DEPOSIT ACCOUNT") and will forthwith, upon receipt, transmit and deliver to Abbottthe Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Administrative Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the CollateralCollateral for deposit in the Assignee Deposit Account as security for payment of the Liabilities. Except as Abbott the Administrative Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Administrative Agent until delivery is made to Abbottthe Administrative Agent. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral No Debtor shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Administrative Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Administrative Agent may determine, and Abbott the Administrative Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) The Administrative Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Collateral Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Secured Instruments), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by any Debtor during the Company existence of a Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent for the benefit of the Secured Parties until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott may; provided that, unless the Required Banks (as defined in the Credit Agreement) otherwise direct, the Collateral Agent shall, from time to time, in its discretion, and shall release funds from the applicable Assignee Deposit Account upon the written request of the Company made not more than once in applicable Debtor; provided, further, that upon the request of the Required Banks at any weektime that any Liabilities of any Debtor are due and payable, the Collateral Agent shall apply all or any of the then balance, representing collected funds, in the such Debtor's Assignee Deposit Account toward payment of the Liabilities, whether or not then due, Liabilities of such Debtor at the times and in such the order of application as Abbott may determineset forth in the Collateral Sharing Agreement. During the existence of a Default, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral. No Debtor shall maintain any Deposit Account or deposit any item or amount in any Deposit Account at any time after the 60th day following the Trigger Date, except (i) Deposit Accounts maintained with the Collateral Agent and (ii) Deposit Accounts as to which such Debtor, the Collateral Agent and the depository bank have entered into an agreement that the depositary bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in such Deposit Account without further consent by such Debtor.

Collections, etc. Until such time during the existence of a ---------------- an Event of Default as Abbott the Second Priority Collateral Agent shall notify the Company such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Company mayNon-Tangible Collateral, including the taking of such action with respect to such collection as the Second Priority Collateral Agent may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service to any party obligated on any of the Inventory normally held by the Company for Non-Tangible Collateral, any rebate, refund or allowance to which such purposeparty may be lawfully entitled, use and consumemay accept, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott)connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Second Priority Collateral Agent, however, may, at any time that a an Event of Default existshas occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesObligations, notify any party obligated on any of the Non-Tangible Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Second Priority Collateral Agent and enforce, by suit or otherwise, the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the Second Priority Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Second Priority Collateral Agent following the occurrence and during the continuation of an Event of Default, each Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the Second Priority Collateral Agent of any amounts due or to become due in respect of the Collateral. Upon request by Abbott during the existence of a Default, the Company will forthwith, upon receipt, transmit and deliver to Abbott, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbott) which may be received by the Company at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, any such items which may be so received by the Company will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott until delivery is made to Abbott. The Company will comply with the terms and conditions of any consent given by Abbott pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by the Company to Abbott on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the "Assignee Deposit Account") of the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and control, as security for payment of the Liabilities. The Company shall not have any right to withdraw any funds deposited in the Assignee Deposit Account. Abbott may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott may determine, and Abbott may, from time to time, in its discretion, release all or any of such balance to the Company. Abbott (or any designee thereof) is authorized to endorse, in the name of the Company, any item, howsoever received by Abbott, representing any payment on or other proceeds of any of the Collateralthereunder.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Agent shall notify the Company Grantor of the revocation of such power and authority, the Company Grantor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company Grantor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company Grantor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Note and Equity Purchase Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as Grantor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default existsfollowing the occurrence and during the continuance of an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify an Account Debtor or other Person obligated on Collateral to make payments directly payment or otherwise render performance to Abbott or for the benefit of the Agent and enforce, by suit or otherwise the obligations of an Account Debtor or other Person obligated on Collateral and exercise the rights of Grantor with respect to the obligation of the Account Debtor or other Person obligated on Collateral to make payment or otherwise render performance to Grantor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with exercise of such rights and remedies, the Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon the request of the Agent, following the occurrence and during the continuance of an Event of Default, Grantor will, at its own expense, notify any or all parties obligated on any of the Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due in respect of the Collateralthereunder. Upon request by Abbott the Agent, following the occurrence and during the existence continuance of a an Event of Default, the Company Grantor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company Grantor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Grantor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During Following the existence occurrence and during the continuance of a an Event of Default, all items or amounts which are delivered by Grantor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company Grantor with a ------------------------ financial institution selected by Abbott the Agent) over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company Grantor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company made not more than once in any weekGrantor from time to time, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the CompanyGrantor. Abbott The Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the CompanyGrantor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Collections, etc. Until such time during as the existence of a ---------------- Default as Abbott Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Agent, for the ratable benefit of the Banks, of any amounts due or to become due thereunder. Upon request by the Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, for the ratable benefit of the Banks, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAgent, for the ratable benefit of the Banks, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determinedetermine (in accordance with the provisions of the Credit Agreement), and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott If and to the extent that a perfected security interest hereunder in any Collateral shall cease to be perfected for any reason whatsoever (including, without limitation, release of all or any designee thereofbalance in any Assignee Deposit Account or use or disposition by any Debtor of any proceeds of Collateral), then such Collateral (referred to in this paragraph as "RELEASED COLLATERAL") shall be deemed thereby released from the security interest hereunder in exchange, as of the time of such release, for any other Collateral of equivalent value in which a perfected security interest hereunder is being obtained contemporaneously or has been most recently obtained, but only to the extent such other Collateral does not represent either (a) Collateral in exchange for which any previously Released Collateral shall have been deemed released, or (b) Collateral of equivalent value to any loan or advance (otherwise than by renewal or extension) from the Banks to the Company in which Collateral a perfected security interest hereunder shall have been obtained contemporaneously with or most recently prior to such loan or advance. The Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Collateral Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, (b) will, at its own expense, endeavor to collect, as and usewhen due, all amounts due under any of the Non-Tangible Collateral, including without limitation the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of its business (but subject business, to any party obligated on any of the terms of Non-Tangible Collateral, any agreement with Abbott)rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the cash proceeds return of Collateral and other money Goods, the sale or lease of which constitutes shall have given rise to such Non-Tangible Collateral. AbbottThe Collateral Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the LiabilitiesSenior Obligations, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts amount due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Collateral Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Collateral Agent until delivery is made to Abbottthe Collateral Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Collateral Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the LiabilitiesSenior Obligations. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Collateral Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the LiabilitiesSenior Obligations, whether or not then due, in such order of application as Abbott the Collateral Agent may determinedetermine in accordance with the Intercreditor Agreement, and Abbott the Collateral Agent may, from time to time, in its discretiondiscretion in accordance with the Intercreditor Agreement, release all or any of such balance to the Companyapplicable Debtor. Abbott (or any designee thereof) During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral, (b) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as such Debtor may deem advisable, and (c) may grant, in the ordinary course of business, to any party obligated on any of the Non- Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. AbbottThe Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Non-Tangible Collateral to make payments directly payment to Abbott the Agent of any amounts due or to become due in respect thereunder and enforce collection of any of the CollateralNon-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Agent during the existence of a Default, each Debtor will, at its own expense, notify any parties obligated on any of the Company Non-Tangible Collateral to make payment to the Agent of any amounts due or to become due thereunder. Upon request by the Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit AccountASSIGNEE DEPOSIT ACCOUNT") of such Debtor with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlAgent, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott If and to the extent that a perfected security interest hereunder in any Collateral shall cease to be perfected for any reason whatsoever (including, without limitation, release of all or any designee thereofbalance in any Assignee Deposit Account or use or disposition by any Debtor of any proceeds of Collateral), then such Collateral (referred to in this paragraph as "released Collateral") shall be deemed thereby released from the security interest hereunder in exchange, as of the time of such release, for any other Collateral of equivalent value in which a perfected security interest hereunder is being obtained contemporaneously or has been most recently obtained, but only to the extent such other Collateral does not represent either (a) Collateral in exchange for which any previously released Collateral shall have been deemed released, or (b) Collateral of equivalent value to any loan or advance (otherwise than by renewal or extension) from the Lenders to the Company in which Collateral a perfected security interest hereunder shall have been obtained contemporaneously with or most recently prior to such loan or advance. The Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.

Collections, etc. Until such time during The Collateral Agent may, and at the existence of a ---------------- Default as Abbott shall notify the Company direction of the revocation of such power and authority, the Company may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by the Company for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbott), the cash proceeds of Collateral and other money which constitutes Collateral. Abbott, however, mayRequired Lenders shall, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any Liabilities, notify any party obligated on any of the Liabilities, Non-Tangible Collateral to make payments directly payment to Abbott the Collateral Agent of any amounts amount due or to become due in respect thereunder and enforce collection of any Non-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the Collateraloriginal period) any indebtedness thereunder or evidenced thereby. Upon request by Abbott of the Collateral Agent during the existence of a Default, each Debtor will, at its own expense, notify any party obligated on any Non-Tangible Collateral to make payment to the Company Collateral Agent for the benefit of the Lender Parties of any amount due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Collateral Agent shall notify any party to which it has given a notice or with respect to which the Collateral Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon request by the Collateral Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Collateral Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Collateral Agent) which that may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott may otherwise consent in writing, ; provided that if at any time after such items which may be so received a request is made by the Company will not be commingled with any other Collateral Agent, no Default exists, the obligations of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for Abbott each Debtor under this paragraph shall cease until delivery is made to Abbott. The Company will comply with a further request of the terms and conditions Collateral Agent during the existence of any consent given by Abbott pursuant to the foregoing sentencea Default. During the existence of a Default, (a) all items or amounts which that are delivered by any Debtor to the Company to Abbott Collateral Agent on account of partial or full payment of, or otherwise as proceeds of of, any of Collateral pursuant to the Collateral foregoing paragraph shall be deposited to the credit of a deposit account (the "each an “Assignee Deposit Account"”) of such Debtor maintained with the Company with a ------------------------ financial institution selected by Abbott over which Abbott has sole dominion and controlCollateral Agent, as security for payment of the Liabilities. The Company , and (b) except as expressly set forth herein, no Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the Collateral Agent may, from time to time, in its discretiondiscretion or at the direction of the Required Lenders, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account Account, toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Required Lenders may determine, and Abbott the Collateral Agent may, from time to time, in its discretiondiscretion or at the direction of the Required Lenders, release all or any portion of such balance to the Companyapplicable Debtor; provided that (i) if a Lender shall have notified the Collateral Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). Abbott (or At any designee thereof) time no Default exists, the Collateral Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such Debtor. During the existence of a Default, the Collateral Agent is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Collateral Agent, representing any payment on or other proceeds of any Collateral. Each Debtor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of carrying out the Collateralprovisions of this Agreement and taking any action and executing or completing any instrument that the Required Lenders may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of a ---------------- Default as Abbott the Agent shall notify the Company such Debtor of the revocation of such power and authority, the Company each Debtor may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Automobile Inventory normally held by the Company such Debtor for such purpose, use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Company such Debtor for such purpose, and use, in the ordinary course of its business (but subject to the terms of any agreement with Abbottthe Credit Agreement), the cash proceeds of Collateral and other money which constitutes Collateral. Abbott, however, The Agent may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any parties obligated on any of the Subject Receivables to make payments directly payment to Abbott the Agent of any amounts due or to become due thereunder (but only if the applicable Debtor shall have failed, within two Business Days after having been requested in respect writing to do so by the Agent, to notify such parties to make payment of such amounts to the Agent) and enforce collection of any of the CollateralSubject Receivables by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. When any Debtor or any of its Affiliates (or any shareholder, director, officer, employee, agent or those Persons acting for or in concert with such Debtor or an Affiliate of such Debtor) shall receive or otherwise come into possession or control of any monies, checks, notes, drafts or other payment items (each, a "Payment Item") representing the purchase price of any Third Party Sold Receivable sold by such Debtor, then, except as otherwise permitted in a writing signed by the Agent, such Debtor shall, or shall cause such Affiliate or such other Person to, deposit the same in kind in precisely the form in which such Payment Item was received (with all Payment Items endorsed if necessary for collection) into a Deposit Account maintained in the United States of America with respect to which the depositary bank has executed the Control Agreement. Without limiting the foregoing, each Debtor selling any Third Party Sold Receivable shall instruct the purchaser thereof to remit the purchase price for such Receivable into such a Deposit Account. During the existence of a Control Agreement Default, the Agent may issue the Notice (as defined in the Control Agreement) pursuant to the Control Agreement. Upon request by Abbott the Agent during the existence of a Default, the Company each Debtor will forthwith, upon receipt, transmit and deliver to Abbottthe Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Abbottthe Agent) which may be received by the Company such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as Abbott the Agent may otherwise consent in writing, any such items which may be so received by the Company any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon in express trust for Abbott the Agent until delivery is made to Abbottthe Agent. The Company Each Debtor will comply with the terms and conditions of any consent given by Abbott the Agent pursuant to the foregoing sentence. During the existence of a Default, all items or amounts which are delivered by any Debtor to the Company to Abbott Agent on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (the each an "Assignee Deposit Account") of the Company such Debtor with a ------------------------ financial institution selected by Abbott the Agent over which Abbott the Agent has sole dominion and control, as security for payment of the Liabilities. The Company No Debtor shall not have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. Abbott The Agent may, from time to time, in its discretion, and shall upon request of the Company applicable Debtor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account toward payment of the Liabilities, whether or not then due, in such order of application as Abbott the Agent may determine, and Abbott the Agent may, from time to time, in its discretion, release all or any of such balance to the Companyapplicable Debtor. Abbott At any time that a Default exists, the Agent (or any designee thereofof the Agent) is authorized to endorse, in the name of the Companyapplicable Debtor, any item, howsoever received by Abbottthe Agent, representing any payment on or other proceeds of any of the Collateral.