Common use of Lockbox Clause in Contracts

Lockbox. (a) Effective as of April 11, 2005 and at all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from any source shall immediately be deposited. Borrowers shall direct all 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 Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. 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 in the Lock Box Account and their proceeds. Neither 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 Lock Box Account, which shall be under the sole control of Bank. (b) Bank may apply amounts held in the Lock Box Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11to 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, 2005 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 all times thereafterits sole discretion, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from notify any source shall immediately be deposited. Borrowers shall direct all customers to mail Debtor or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (aA) Effective as of April 11, 2005 Each Borrower shall direct all Account Debtors to make payments on Accounts directly into a lockbox established by Borrowers over which Lender shall have sole control and at all times thereafter, authority pursuant to a Lockbox Agreement between Borrowers shall maintain an account at Bank or any Borrower and Lender (the “Lock Box Lockbox”). Lender, now or at any time or times hereafter, may take control of and endorse any Borrower’s name to any of the items of payment or proceeds described in this Section 4.5. For the purposes of this Section, each Borrower irrevocably, hereby makes, constitutes and appoints Lender, and all persons designated by Lender for that purpose, as such Borrower’s true and lawful attorney and agent-in-fact to take any such actions. All such items of payment or proceeds received through the Lockbox or directly from Borrowers or otherwise received by Lender, shall, unless Lender shall otherwise elect, be deposited into a cash collateral account maintained with Lender (the “Cash Collateral Account”) into over which Lender has sole authority and shall be applied by Lender to the Liabilities in accordance with the terms of this Agreement. (B) Borrowers shall execute all funds documents requested by Lender with respect to the Cash Collateral Account and the Lockbox and agree to pay to Lender promptly upon demand for any and all fees, costs and expenses which Lender incurs or customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Bank any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Liabilities. (C) In the event that a Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a Revolving Loan. As an accommodation to Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless a Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from such Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by a Borrower from as a result of Lender’s honoring of any source shall immediately be deposited. Borrowers shall direct all customers requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to mail it telephonically or deliver all checks or other forms of payment for amounts owing electronically and purporting to have been sent to Lender by a Borrower to a post office box designated by Bank, over which Bank and Lender shall have exclusive and unrestricted access. Bank shall collect no duty to verify the mail delivered to origin of any such post office box, open such mail, and endorse and credit all items to communication or the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. 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 authority of the items from time to time in the Lock Box Account and their proceeds. Neither 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 Lock Box Account, which shall be under the sole control of BankPerson sending it. (b) Bank may apply amounts held in the Lock Box Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower will direct all Account Debtors and any other person or party that is liable to the Borrower (acollectively a “Debtor”) Effective as of April 11, 2005 and at to mail or send all times thereafter, Borrowers shall maintain an payments due Borrower to the account at Bank (the “Lock Box Lockbox Account”) into which all at the bank identified on the Schedule as the Lockbox Bank. If notwithstanding the notice to the Debtors Borrower receives any funds received by from a Borrower Debtor, including but not limited to any cash, checks, drafts or wire transfers from any source shall immediately be deposited. Borrowers shall direct all customers to mail or deliver all checks the collection, enforcement, sale or other forms disposition of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened Collateral whether derived in the ordinary course of business from which or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower must 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 transferred on a daily basis received by mail, the checks will be sent to the Lock Box Lockbox Account, and if the funds are received electronically, the funds will be transferred to the Lockbox Account electronically. Bank shall Crestmark will have all right, title and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or sole control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, it belongs to Crestmark. Borrower gives Crestmark an irrevocable Power of Attorney which shall be under is coupled with an interest to endorse all items delivered to the sole control Lockbox Account with Borrower’s name. Crestmark is the owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Lockbox Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank has no duty as to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks collection or other items protection of funds as long as it is not grossly negligent or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrowercommits actual fraud. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective Except as of April 11otherwise set forth below, 2005 and Borrower shall at all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all cause any funds received by a Borrower from any source immediately to be deposited into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall immediately be depositedhave exclusive and unrestricted access. Borrowers Borrower shall direct all its 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 BankBank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of April 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with 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. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrowers Borrower 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 Lock Box Cash Collateral Account. Borrowers Borrower shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Cash Collateral Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. 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 Lock Box Cash Collateral Account and their proceeds. Neither Borrowers Borrower 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 Lock Box Cash Collateral Account, which shall be under the sole control of Bank. (b) . Bank may apply amounts held in the Lock Box Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers Borrower to cover checks or other items or charges which a that Borrower has drawn or made against such its operating account (the “Operating Account Account”) or to cause payment of principal, interest, fees, or other charges amounts due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of , such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions terms of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so though made pursuant to this Section a Loan Advance/Paydown Request Form delivered by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective as of April 11, 2005 and at The Borrower shall instruct all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which debtors to pay all funds received by a Borrower from any source shall immediately be deposited. Borrowers shall direct all 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 Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Accounts directly to the Lock Box AccountLockbox. Borrowers If, notwithstanding such instructions, the Borrower receives any payments on Accounts, the Borrower shall immediately mail such payments directly to the Lockbox. The Borrower shall also immediately mail all other cash proceeds of Collateral regardless of source or nature directly to the Lockbox. Until so deposited, the Borrower shall hold all such payments and cash proceeds in trust for Bank all amounts that a Borrower receives despite and as the directions to make payments to property of the post office box Lender and shall not commingle such property with any of its other funds or Lock Box property. All items received in the Lockbox shall be deposited in the Lender’s Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course constitute proceeds of business from which all funds are transferred on a daily basis to the Lock Box Account. Bank Collateral and shall have all right, title and interest in all not constitute payment of the items from time to time in the Lock Box Account and their proceeds. Neither 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 Lock Box Account, which shall be under the sole control of BankIndebtedness. (b) Bank may apply amounts held All items deposited in the Lock Box Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lender’s Account shall be transferred by Bank subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Lender’s Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks Borrower’s commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Lender’s Account, whether or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable not in fact endorsed by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything The Lender will apply payments deposited in the Lender’s Account from time to time (subject to final collection) against the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox Indebtedness in accordance with this Sectionthe Borrower’s instructions. If any item deposited in the Lender’s Account is returned unpaid, the application of such item by the Lender will be reversed.

Lockbox. (a) Effective Except as otherwise set forth below, Borrower shall, prior to disbursement of April 11any Loans, 2005 and at all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all immediately deposit any funds received by a 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 immediately be depositedhave exclusive and unrestricted access. Borrowers shall Borrower shall, prior to disbursement of any Loans, and at all times thereafter, direct all customers its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by BankLender (the “Lockbox”), over which Bank Lender shall have exclusive and unrestricted access. Bank Prior to disbursement of any Loans, Borrower shall 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. Lender shall collect the mail delivered to such post office boxthe Lockbox, open such mail, and endorse and credit all items to the Lock Box Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrowers Borrower 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 Lock Box Cash Collateral Account. Borrowers Borrower shall hold in trust for Bank Lender all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Cash Collateral Account, and immediately deliver such payments to Bank Lender in their original form as received from the customerpayor, with proper endorsements for deposit into the Lock Box Cash Collateral Account. Each Borrower irrevocably authorizes Bank Lender to transfer to the Lock Box Cash Collateral Account any funds that have been deposited into any other accounts or that Bank Lender has received by wire transfer, check, cash, or otherwise. 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 Lender shall have all right, title and interest in all of the items from time to time held in the Lock Box Cash Collateral Account and their proceeds. Neither Borrowers Borrower 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 Lock Box Cash Collateral Account, which shall be under the sole control of Bank. (b) Bank Lender. Lender may apply amounts held in the Lock Box Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank Lender may from time to time in its discretion make Advances Loans to Borrowers Borrower to cover checks or other items or charges which a that Borrower has drawn or made against such its operating account (the “Operating Account Account”) or to cause payment of principal, interest, fees, or other charges amounts due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank Lender to make such Advances Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of , such Advances pursuant Loans to this Section shall, in each case, be subject in all respects to the provisions terms of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so though made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a request from Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective Except as of April 11otherwise set forth in the Loan Agreement, 2005 and Borrower shall at all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all immediately deposit any funds received by a 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 immediately be depositedhave exclusive and unrestricted access. Borrowers Borrower shall at all times direct all customers its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by BankLender (the “Lockbox”), over which Bank Lender shall have exclusive and unrestricted access. Bank Within 15 days of the date hereof, Borrower shall 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. Lender shall collect the mail delivered to such post office boxthe Lockbox, open such mail, and endorse and credit all items to the Lock Box Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrowers Borrower 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 Lock Box Cash Collateral Account. Borrowers Borrower shall hold in trust for Bank Lender all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Cash Collateral Account, and immediately deliver such payments to Bank Lender in their original form as received from the customerpayor, with proper endorsements for deposit into the Lock Box Cash Collateral Account. Each Borrower irrevocably authorizes Bank Lender to transfer to the Lock Box Cash Collateral Account any funds that have been deposited into any other accounts or that Bank Lender has received by wire transfer, check, cash, or otherwise. 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 Lender shall have all right, title and interest in all of the items from time to time held in the Lock Box Cash Collateral Account and their proceeds. Neither Borrowers Borrower 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 Lock Box Cash Collateral Account, which shall be under the sole control of Bank. (b) Bank Lender. Lender may apply amounts held in the Lock Box Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank Lender may from time to time in its discretion make Advances Loans to Borrowers Borrower to cover checks or other items or charges which a that Borrower has drawn or made against such its operating account (the “Operating Account Account”) or to cause payment of principal, interest, fees, or other charges amounts due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank Lender to make such Advances Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of , such Advances pursuant Loans to this Section shall, in each case, be subject in all respects to the provisions terms of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so though made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a request from Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11, 2005 to direct all Account Debtors and at any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all times thereafter, Borrowers shall maintain an account at Bank payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lock Box Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) into which must be the Lockbox Account. At Crestmark’s request, all funds received Documents must be marked by a Borrower from any source shall immediately be deposited. Borrowers shall direct 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 customers to payments on the Account, 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 a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mailtime, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers at its sole discretion, notify any Debtor or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective as Borrower will, at the request of April 11Bank, 2005 and at all times thereafter, Borrowers shall maintain an account at Bank execute a Wholesale Lockbox Service Addendum Agreement (the “Lock Box AccountLockbox Agreement”) into which all funds received by a Borrower from any source shall immediately be deposited. Borrowers shall direct all 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 Bank, over which Bank shall have exclusive in form and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain the lockbox (“Lockbox”) and the remittances account and all other cash management services of Bank and its affiliates provided in their original form as received from the customer, connection with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. 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 in the Lock Box Account and their proceeds. Neither 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 Lock Box Account, which shall be under the sole control of Bankthis Agreement. (b) Upon the occurrence of an Event of Default: (i) Borrower will (a) maintain in full force and effect, and comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to make remittance to the Lockbox; and (iii) deposit directly into the remittances account all Proceeds received by Borrower from Account Debtors and otherwise. Funds received in any Lockbox will be transferred daily by Bank to the applicable Demand Deposit Dominion Account in the name of Borrower (the “Dominion Account”) and thereafter credited by Bank first to the Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any check or other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such collections as are received directly by Borrower and will hold the proceeds received from such collections in trust for the Bank without commingling the same with other funds of the Borrower and will turn the same over to the Bank immediately upon receipt in the identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through the remittances account. (iii) Bank may apply amounts held in the Lock Box Account to against the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Borrower’s Loan Account shall be transferred by Bank to the Operating Account. Bank may from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in its discretion make Advances to Borrowers to cover checks Bank’s possession (including, without limitation, any such collections and Proceeds in any Lockbox, remittances account or any operating or other items or charges which a Borrower has drawn or made against such Operating Account account maintained or to cause payment be maintained by or for Borrower at Bank). (iv) Borrower will, at the request of principalthe Bank, interest, fees, or other charges due notify the Account Debtors of the security interest of the Bank in any Account and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank will instruct Account Debtors to make such Advances from time remit payments directly to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, itemsBank, and other charges then presentedthe Bank may itself, at any time, so notify Account Debtors. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower.REVOLVING LOAN AND SECURITY AGREEMENT 22 (c) Notwithstanding anything Borrower acknowledges Bank’s right of offset and the security interest in Borrower’s accounts including the Dominion Account granted to Bank hereunder. Upon the contrary contained occurrence of an Event of Default, Borrower will relinquish its control of the Dominion Account and in this Agreementaddition to all other rights and remedies available to Bank, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Bank will immediately have sole dominion and control over the Lockbox in accordance with this Sectionand the Dominion Account.

Lockbox. ▇▇▇▇▇▇▇▇ must immediately notify all persons who are obligated on accounts (a"Account Debtors") Effective as of April 11and 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, 2005 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 ▇▇▇▇▇▇▇▇ 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 all times thereafterits sole discretion, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from notify any source shall immediately be deposited. Borrowers shall direct all customers to mail Debtor or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Pathward or to notify Debtor of the post office box assignment to Pathward. All expenses for notification of each Account Debtor will be paid by ▇▇▇▇▇▇▇▇. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 Pathward, 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Pathward will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Pathward. Pathward is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11, 2005 and at any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all times thereafter, Borrowers shall maintain an account at Bank payments due Borrower to the lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lock Box Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) into which must be the Lockbox Account. At Crestmark’s request, all funds received Documents must be marked by a Borrower from any source shall immediately be deposited. Borrowers shall direct 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 customers to payments on the Account, 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 a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mailtime, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers at its sole discretion, notify any Debtor or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective Except as may otherwise be established by Lender in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of April 11, 2005 and at all times thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) Lender into which all funds received by a Borrower Collections from any source Account Debtors with respect to accounts receivable shall immediately be deposited. Borrowers shall direct The Lockbox Account will be maintained at the expense of Debtor. Debtor agrees to deposit all customers Collections it receives with respect to mail or deliver accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all checks or other forms of payment payments on accounts receivable to said Lockbox Account. All funds in the Lockbox Account will be remitted as instructed by Lender, for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items application to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cashIndebtedness, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except As Collateral for accounts opened in the ordinary course repayment of business from which all funds are transferred on the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a daily basis security interest to the Lock Box Account. Bank shall have Lender in, all right, title and interest of Debtor in and to all of the items amounts deposited, from time to time time, in the Lock Box Account and their proceedsLockbox Account. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any right Any Collections relating to withdraw any amount from, the Lock Box Account, which shall be under the sole control of Bank. (b) Bank may apply amounts accounts receivable held in the Lock Box Account by Debtor pending deposit to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall be transferred by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained provided in this Agreement, “Revolving Line” shall mean a credit extension be held in trust for the benefit of up to $15,000,000 Lender until such time as Borrower has set up amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and not deposited directly by each Account Debtor shall be remitted to the Lockbox Account no later than the next Business Day following Debtor’s receipt thereof, and if such Collections are not remitted on a Lockbox in accordance timely basis, it shall be an immediate Event of Default hereunder. Debtor’s failure to comply with this SectionSection shall be an immediate Event of Default hereunder. THERMO COMMUNICATIONS FUNDING, LLC – PVBJ, INC.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11, 2005 to direct all Account Debtors and at any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all times thereafter, Borrowers shall maintain an account at Bank payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lock Box Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) into which must be the Lockbox Account. At Crestmark’s request, all funds received Documents must be marked by a Borrower from any source shall immediately be deposited. Borrowers shall direct 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 customers to payments on the Account, 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 a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mailtime, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers at its sole discretion, notify any Debtor or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a 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 post office box Loan, Crestmark shall transfer such funds into an account designated by Borrower if requested by Borrower for so long as no Default exists subject to the terms and conditions of this Agreement. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a"Account Debtors") Effective as of April 11to 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, 2005 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 all times thereafterits sole discretion, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from notify any source shall immediately be deposited. Borrowers shall direct all customers to mail Debtor or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which or not, or if Borrower receives any proceeds of insurance, fax 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance collection or protection of funds as long as it is not grossly negligent or commits actual fraud. Ali expenses plus any applicable administration and servicing fees of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11, 2005 to direct all Account Debtors and at any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all times thereafter, Borrowers shall maintain an account at Bank payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lock Box Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) into which must be the Lockbox Account. At Crestmark’s request, all funds received Documents must be marked by a Borrower from any source shall immediately be deposited. Borrowers shall direct 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 customers to payments on the Account, 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 a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mailtime, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers at its sole discretion, notify any Debtor or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. 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 (asuch accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") Effective as of April 11to 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 Debtor Accounts, 2005 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 all times thereafterits sole discretion, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from notify any source shall immediately be deposited. Borrowers shall direct all customers to mail Debtor or deliver all checks or other forms of payment for amounts owing third party payee with respect to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box 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, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which all or not, Borrower shall hold such funds are transferred on a daily basis to in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lock Box Lockbox Account. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective Except as of April 11otherwise set forth below, 2005 and Borrower shall at all times thereaftertimes, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all as promptly as practicable after receipt, deposit any funds received by a 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 immediately be depositedhave exclusive and unrestricted access. Borrowers Borrower shall at all times direct all customers its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by BankLender (the "Lockbox"), over which Bank Lender shall have exclusive and unrestricted access. Bank 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 such post office boxthe Lockbox, open such mail, and endorse and credit all items to the Lock Box Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrowers Borrower 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 Lock Box Cash Collateral Account. Borrowers Borrower shall hold in trust for Bank Lender all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box Cash Collateral Account, and immediately deliver such payments to Bank Lender in their original form as received from the customerpayor, with proper endorsements for deposit into the Lock Box Cash Collateral Account, as promptly as practicable after receipt. Each Borrower irrevocably authorizes Bank Lender to transfer to the Lock Box Cash Collateral Account any funds that have been deposited into any other accounts or that Bank Lender has received by wire transfer, check, cash, or otherwise. 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 Lender shall have all right, title and interest in all of the items from time to time held in the Lock Box Cash Collateral Account and their proceeds. Neither Borrowers Borrower 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 Lock Box Cash Collateral Account, which shall be under the sole control of Bank. (b) Bank Lender. Lender may apply amounts held in the Lock Box Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. Bank Lender may from time to time in its discretion make Advances Loans to Borrowers Borrower to cover checks or other items or charges which a that Borrower has drawn or made against such its operating account (the "Operating Account Account") or to cause payment of principal, interest, fees, or other charges amounts due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank Lender to make such Advances Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of , such Advances pursuant Loans to this Section shall, in each case, be subject in all respects to the provisions terms of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so though made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a request from Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. (a) Effective as Within sixty (60) days of April 11the Closing Date, 2005 and at all times thereafter, Borrowers Borrower shall maintain establish an account at Bank (the “Lock Box AccountLockbox”) and shall maintain thereafter at all times such Lockbox into which all funds received by a Borrower from any source shall immediately be deposited. Borrowers Borrower shall direct all 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 Bank, over which Bank shall have exclusive and unrestricted access. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box AccountLockbox. Borrowers Borrower 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 Lock Box AccountLockbox. Borrowers Borrower shall hold in trust for Bank all amounts that a Borrower receives despite the directions to make payments to the post office box or Lock Box AccountLockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box AccountLockbox. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. No Borrower shall not 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 AccountLockbox. Bank shall have all right, title and interest in all of the items from time to time in the Lock Box Lockbox and their proceeds. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrowers Borrower 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 Lock Box AccountLockbox, which shall be under the sole control of Bank.. 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 (bc) Bank may apply amounts held in the Lock Box Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrowers Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”). Unless an Event of Default has occurred and is continuing, and after Bank applies any remaining balance amounts in the Lock Box Cash Collateral Account to the Obligations, Bank shall be transferred by Bank transfer the balance to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which that a Borrower has drawn or made against such the Operating Account or to cause payment of principal, interest, fees, or other charges amounts due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of , such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions terms of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so through made pursuant to this Section a Payment/Advance Form delivered by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a BorrowerBorrowers. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a“Account Debtors”) Effective as of April 11, 2005 to direct all Account Debtors and at any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all times thereafter, Borrowers shall maintain an account at Bank payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lock Box Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) into which must be the Lockbox Account. At Crestmark’s request, all funds received Documents must be marked by a Borrower from any source shall immediately be deposited. Borrowers shall direct 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 customers to payments on the Account, 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 a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mailtime, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers at its sole discretion, notify any Debtor or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (a"Account Debtors") Effective as of April 11to 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, 2005 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 all times thereafterits sole discretion, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from notify any source shall immediately be deposited. Borrowers shall direct all customers to mail Debtor or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. 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 Lock Box Account. Borrowers shall hold in trust for Bank all amounts that a Borrower receives despite the directions third-party payee to make payments payable directly to Crestmark or to notify Debtor of the post office box 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 Lock Box Account, and immediately deliver such payments to Bank in their original form as received wire transfers from the customercollection, with proper endorsements for deposit into enforcement, sale or other disposition of the Lock Box Account. Each Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transferCollateral (defined below), check, cash, or otherwise. No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened whether derived in the ordinary course of business from which 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 transferred on a daily basis received by mail, the Debtor checks will be sent to the Lock Box AccountLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Bank shall Crestmark will have all right, title sole possession and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to withdraw any amount from, the Lock Box Lockbox Account, which shall be under it belongs to Crestmark. Crestmark is the sole control owner of Bank. (b) Bank may apply amounts held all deposits in the Lock Box Account Lockbox Account, and has no duty as to the outstanding balance 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 Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Lockbox Account shall will be transferred paid by Bank to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as and deemed to be an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.