order to evidence or otherwise give public notice to the release by Lender of its liens in such assets; provided, however, that any and all such documents shall be prepared and recorded at Borrower’s expense.

     SECTION 3. Conditions Precedent. This Consent shall become effective (the “Consent Effective Date”) upon satisfaction of each of the following conditions:

     (a) Each of Borrower and Lender shall have executed and delivered to Lender this Consent, and such other documents as Lender may reasonably request;

     (b) Borrower shall have furnished to Lender, in accordance with the wiring instructions set forth on Exhibit C attached hereto and incorporated herein, payment of cash collateral in the amount of $1,000,000.00 (the “Cash Collateral”), to secure the outstanding Letter of Credit Accommodations.

     (c) PFSweb, Inc. shall have executed and delivered a Reaffirmation of Guaranty in the form attached to this Consent;

     (d) Lender shall have received from the Borrower and the Purchaser, a duly executed and effective Asset Purchase Agreement in substantially the form attached hereto as Exhibit B;

     (e) No Default or Event of Default shall have occurred and be continuing;

     (f) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for Lender.

     SECTION 4. Covenants. No later than two (2) days after the effective date of the Asset Purchase Agreement, Borrower shall deliver to Lender, a borrowing base certificate, and any other evidence satisfactory to Lender, in its sole discretion, detailing the assets and properties owned by Borrower subsequent to the effectiveness of the transactions contemplated by the Asset Purchase Agreement.

     SECTION 5. Modification of Loan Agreement. From and after the Consent Effective Date, the definition of “Borrowing Base” in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“‘Borrowing Base’ shall mean, at any time, the amount equal to the sum of:

(a) eighty-five percent (85%) of Eligible Accounts; plus

(b) upon satisfaction of the Inventory Subline Conditions, the least of:

     (i) fifty-five percent (55%) of the Value of Eligible P&G Inventory;

     (ii) eighty-five percent (85%) of the Appraised Inventory Value of Eligible P&G Inventory; or

     (iii) Two Hundred Fifty Thousand Dollars ($250,000); less

(c) any Reserves.