Common use of Lockbox Clause in Contracts

Lockbox. Except as otherwise set forth below, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (“Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth belowin the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all amounts that deposits and Borrower receives despite the directions to make payments has no right to the Cash Collateral Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as may otherwise set forth belowbe established by Lxxxxx in writing, Borrower shall at all timesa Lockbox Account will be established or assigned, as promptly as practicable after receiptthe case may be, deposit any funds received by Borrower for the benefit of Lender into which all Collections from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors with respect to mail or deliver accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Dxxxxx agrees to deposit all checks or other forms of payment for amounts owing Collections it receives with respect to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain accounts receivable in the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account and will instruct each Account Debtor to make all payments on accounts receivable to said Lockbox Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through in the Lockbox shall then automatically Account will be transferred remitted as instructed by Lxxxxx, for application to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cashIndebtedness, or otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender shall have in, all right, title and interest of Debtor in and to all of the items amounts deposited, from time to time time, in the Lockbox Account. Any Collections relating to accounts receivable held by Debtor pending deposit to the Lockbox Account as provided in this Agreement, shall be held in trust for the Cash Collateral benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and not deposited directly by each Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which Debtor shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account remitted to the outstanding balance of Lockbox Account no later than the Obligations next Business Day following Debtor’s receipt thereof, and if such Collections are not remitted on a daily timely basis, it shall be an immediate Event of Default hereunder. Lender may from time Dxxxxx’s failure to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment comply with this Section shall be an immediate Event of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5Default hereunder.

Lockbox. Except as may otherwise set forth belowbe established by Lender in writing, Borrower shall at all timesa Lockbox Account will be established or assigned, as promptly as practicable after receiptthe case may be, deposit any funds received by Borrower for the benefit of Lender into which all Collections from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors with respect to mail or deliver accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Debtor agrees to deposit all checks or other forms of payment for amounts owing Collections it receives with respect to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain accounts receivable in the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account and will instruct each Account Debtor to make all payments on accounts receivable to said Lockbox Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through in the Lockbox shall then automatically Account will be transferred remitted as instructed by Lender, for application to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cashIndebtedness, or otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender shall have in, all right, title and interest of Debtor in and to all of the items amounts deposited, from time to time time, in the Lockbox Account. Any Collections relating to accounts receivable held by Debtor pending deposit to the Lockbox Account as provided in this Agreement, shall be held in trust for the Cash Collateral benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and not deposited directly by each Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which Debtor shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account remitted to the outstanding balance of Lockbox Account no later than the Obligations next Business Day following Debtor’s receipt thereof, and if such Collections are not remitted on a daily timely basis, it shall be an immediate Event of Default hereunder. Lender may from time Debtor’s failure to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment comply with this Section shall be an immediate Event of amounts due under the Loan DocumentsDefault hereunder. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presentedLOAN AND SECURITY AGREEMENT – PAGE 8 THERMO COMMUNICATIONS FUNDING, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5LLC – PVBJ, INC.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. BOXLIGHT INC. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except Borrower will direct all Account Debtors and any other person or party that is liable to the Borrower (collectively a “Debtor”) to mail or send all payments due Borrower to the account (“Lockbox Account”) at the bank identified on the Schedule as otherwise set forth below, the Lockbox Bank. If notwithstanding the notice to the Debtors Borrower shall at all times, as promptly as practicable after receipt, deposit receives any funds received by from a Debtor, including but not limited to any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral whether derived in the ordinary course of business or not, or if Borrower from receives any source (including without limitation all proceeds of Accounts insurance, tax refunds or any and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement funds of any Loanskind, Borrower must hold such funds in trust for Crestmark, shall open the Lockboxnot mix such funds received with any other funds, and thereafter Borrower shall at all times maintain immediately deposit such funds in the Lockbox with Lender Account in accordance with the terms hereofform received. Except for That means if the funds deposited into are received by mail, the Cash Collateral checks will be sent to the Lockbox Account, all and if the funds are received by Borrower from any source shall be directed to electronically, the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically will be transferred to the Cash Collateral Lockbox Account electronically. Crestmark will have sole control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly has no right to the Cash Collateral Lockbox Account, it belongs to Crestmark. Borrower shall hold in trust for Lender gives Crestmark an irrevocable Power of Attorney which is coupled with an interest to endorse all amounts that Borrower receives despite the directions to make payments items delivered to the Cash Collateral Lockbox Account with Borrower’s name. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts it is not grossly negligent or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5commits actual fraud.

Lockbox. Except as otherwise set forth below, Borrower shall at all times, as promptly as practicable after receipt, deposit times cause any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), immediately to be deposited into a cash collateral account at Lender Bank in Borrower's ’s name (the "“Cash Collateral Account"”), over which Lender Bank shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender Bank (the "“Lockbox"”), over which Lender Bank shall have exclusive and unrestricted access. Prior to disbursement As of any LoansApril 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox, as promptly as practicable after receipt. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of LenderBank. Lender Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender Bank may from time to time in its discretion make Loans Advances to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "“Operating Account"”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans Advances to be subject to the terms of this Agreement as though made pursuant to a request from Loan Advance/Paydown Request Form delivered by Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts ("Account Debtors") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third-party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise set forth belowin the Loan Agreement, Borrower shall at all times, as promptly as practicable after receipt, times immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), ) into a cash collateral account at Lender in Borrower's ’s name (the "“Cash Collateral Account"”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "“Lockbox"”), over which Lender shall have exclusive and unrestricted access. Prior to disbursement Within 15 days of any Loansthe date hereof, Borrower shall open establish the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "“Operating Account"”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. THE SINGING MACHINE COMPANY, INC. 2 v3 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise set forth below, Borrower shall shall, prior to disbursement of any Loans, and at all timestimes thereafter, as promptly as practicable after receipt, immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), ) into a cash collateral account at Lender in Borrower's ’s name (the "“Cash Collateral Account"”), over which Lender shall have exclusive and unrestricted access. Borrower shall shall, prior to disbursement of any Loans, and at all times thereafter, direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "“Lockbox"”), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open establish the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "“Operating Account"”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts ("Account Debtors") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account Ali expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth belowin the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, Borrower shall at including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all times, as promptly as practicable after receipt, deposit any funds received Documents must be marked by Borrower from any source (including without limitation to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all proceeds of Accounts and all other Collateral)payments on the Account, into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to whether made by mail or deliver all checks electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other forms of payment for amounts owing address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockboxtime, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Accountits sole discretion, all funds received by Borrower from notify any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers Debtor or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If as a result of collections from Account Debtors, a credit balance exists with respect to the Cash Collateral AccountLoan, and deliver Crestmark shall transfer such payments to Lender in their original form funds into an account designated by Borrower if requested by Borrower for so long as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be no Default exists subject to the terms and conditions of this Agreement Agreement. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as though made pursuant to a request from collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower. 4.5.

Lockbox. Except (a) Effective as otherwise set forth belowof April 11, Borrower shall 2005 and at all timestimes thereafter, as promptly as practicable after receipt, deposit any Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from any source (including without limitation shall immediately be deposited. Borrowers shall direct all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Lender (the "Lockbox")Bank, over which Lender Bank shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Lock Box Account. Borrower Borrowers shall direct all customers or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Lock Box Account. Borrower Borrowers shall hold in trust for Lender Bank all amounts that a Borrower receives despite the directions to make payments to the Cash Collateral post office box or Lock Box Account, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral Lock Box Account, as promptly as practicable after receipt. Each Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Lock Box Account any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from which all funds are transferred on a daily basis to the Lock Box Account. Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Lock Box Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5Bank.

Lockbox. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise Xxxxxxxx must immediately notify all persons who are obligated on accounts ("Account Debtors") and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Pathward's request, all Documents must be marked by Borrower to show assignment to Pathward, and Xxxxxxxx must notify each Account Debtor by mail that the Account has been assigned to Pathward and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Pathward, at Pathward's sole discretion, to the Lockbox Account or other address provided by Pathward in writing. The language used in such notices shall be approved by Pathward in writing. Pathward may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Pathward or to notify Debtor of the assignment to Pathward. All expenses for notification of each Account Debtor will be paid by Xxxxxxxx. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times, as promptly as practicable after receipt, deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall be directed to the Lockbox, as promptly as practicable after receipt. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Pathward, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Pathward will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Pathward. Pathward is the owner of all deposits in the Lockbox Account, and deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, long as promptly as practicable after receiptit is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5.

Lockbox. Except as otherwise set forth belowThe Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower shall at direct, and/or Lender may advise, all timesReceivable Debtors to mail all Remittances to the post office box (“Lockbox”) specified by Lender, or as promptly as practicable after receipt, deposit any funds received by Borrower from any source set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (including without limitation all proceeds of Accounts and all other Collateral“Lockbox Agreement”), into a cash collateral account at Lender in Borrower's name (the "Cash Collateral Account"), over which Lender shall have exclusive and unrestricted access. Borrower shall at be responsible for all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated fees and charges assessed by Lender (the "Lockbox"), over which Lender shall have exclusive and unrestricted access. Prior to disbursement in connection with its operation of any Loans, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender and/or by its bank pursuant to the Lockbox Agreement. Remittances received in accordance with the terms hereof. Except for funds a Lockbox shall be deposited into the Cash Collateral AccountAccount and disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all funds received by Borrower from or any source of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be directed deemed to have been made after the Lockboxelapse of the number of Float Days set forth on the Term Sheet. If, as promptly as practicable after receipt. Lender notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall collect the mail delivered to the Lockboxnot commingle such Remittances with any of its other funds or property, open such mailbut will hold same separate and apart from its own funds or property, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions until delivery is made to make payments to the Cash Collateral Account, and deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account, as promptly as practicable after receipt. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the "Operating Account") or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower. 4.5’s bank.