Common use of Lockbox Clause in Contracts

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

Lockbox. Except Borrower will direct all Account Debtors and any other person or party that is liable to the Borrower (collectively a “Debtor”) to mail or send all payments due Borrower to the account (“Lockbox Account”) at the bank identified on the Schedule as otherwise set forth the Lockbox Bank. If notwithstanding the notice to the Debtors Borrower receives any funds from a Debtor, including but not limited to any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral whether derived in the Loan Agreementordinary course of business or not, or if Borrower shall at all times immediately deposit receives any funds received by Borrower from any source (including without limitation all proceeds of Accounts insurance, tax refunds or any and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the “Cash Collateral Account”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms funds of payment for amounts owing to Borrower to a post office box designated by Lender (the “Lockbox”), over which Lender shall have exclusive and unrestricted access. Within 15 days of the date hereofany kind, Borrower must hold such funds in trust for Crestmark, shall establish the Lockboxnot mix such funds received with any other funds, and thereafter Borrower shall at all times maintain immediately deposit such funds in the Lockbox with Lender Account in accordance with the terms hereofform received. Except for That means if the funds deposited into are received by mail, the Cash Collateral checks will be sent to the Lockbox Account, all and if the funds are received by Borrower from any source shall immediately be directed to electronically, the Lockbox. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically will be transferred to the Cash Collateral Lockbox Account electronically. Crestmark will have sole control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly has no right to the Cash Collateral Lockbox Account, it belongs to Crestmark. Borrower shall hold in trust for Lender gives Crestmark an irrevocable Power of Attorney which is coupled with an interest to endorse all amounts that Borrower receives despite the directions to make payments items delivered to the Cash Collateral Lockbox Account with Borrower’s name. Crestmark is the owner of all deposits in the Lockbox Account, and immediately deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts long as it is not grossly negligent or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrowercommits actual fraud.

Lockbox. Except as otherwise set forth in the Loan Agreement, (A) 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 authority pursuant to a Lockbox Agreement between Borrowers or any Borrower and Lender (the “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 times immediately deposit persons designated by Lender for that purpose, as such Borrower’s true and lawful attorney and agent-in-fact to take any funds such actions. All such items of payment or proceeds received through the Lockbox or directly from Borrowers or otherwise received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) Lender, shall, unless Lender shall otherwise elect, be deposited into a cash collateral account at maintained with Lender in Borrower’s name (the “Cash Collateral Account”), ) over which Lender has sole authority and shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated be applied by Lender (to the “Lockbox”), over which Lender shall have exclusive and unrestricted access. Within 15 days of the date hereof, Borrower shall establish the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender Liabilities in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, of this Agreement. (B) Borrowers shall execute all funds received documents requested by Borrower from any source shall immediately be directed to the Lockbox. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Lender to transfer respect to the Cash Collateral Account and the Lockbox and agree to pay to Lender promptly upon demand for any funds that have been deposited into any other accounts and all fees, costs and expenses which Lender incurs or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title customarily charges in connection with the opening and interest in all maintaining of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor the Lockbox and depositing for collection by the Bank any person claiming through Borrower shall have any right or control over the use ofmonies, or any right to withdraw any amount fromchecks, the Cash Collateral Accountnotes, which shall be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks 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 charges that 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 has drawn specifically directs Lender in writing not to accept or made against its operating account (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 as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by a Borrower and Lender shall have no duty to verify the “Operating Account”) or to cause payment origin of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to communication or the terms authority of this Agreement as though made pursuant to a request from Borrowerthe Person sending it.”

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

Lockbox. Except as otherwise set forth in the Loan Agreement, (a) Borrower shall maintain at all times immediately deposit any an account at Bank (the “Lockbox”) into which all funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the “Cash Collateral Account”), over which Lender shall have exclusive and unrestricted accessimmediately be deposited. Borrower shall at direct all times direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the “Lockbox”)Bank, over which Lender Bank shall have exclusive and unrestricted access. 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 All funds received by Borrower from any source shall immediately be directed to the Lockbox. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral AccountLockbox. Borrower shall hold in trust for Lender Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Accountpost office box or Lockbox, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral AccountLockbox. Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Account Lockbox any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender 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 Lockbox. Bank shall have all right, title and interest in all of the items from time to time in the 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 Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral AccountLockbox, which shall be under the sole control of LenderBank. Lender 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 (c) Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender 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, after Bank applies any amounts in the Cash Collateral Account to the Obligations, Bank shall transfer the balance to the Operating Account. Bank may from time to time in its discretion make Loans Advances to Borrower Borrowers to cover checks or other items or charges that a Borrower has drawn or made against its operating account (the “Operating Account”) Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans Advances to be subject to the terms of this Agreement as though through made pursuant to a request from BorrowerPayment/Advance Form delivered by Borrowers.

Lockbox. Except as otherwise set forth in (a) Within sixty (60) days of the Loan AgreementClosing Date, Borrower shall establish an account at Bank (the “Lockbox”) and shall maintain thereafter at all times immediately deposit any such Lockbox into which all funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the “Cash Collateral Account”), over which Lender shall have exclusive and unrestricted accessimmediately be deposited. Borrower shall at direct all times direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the “Lockbox”)Bank, over which Lender Bank shall have exclusive and unrestricted access. 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 All funds received by Borrower from any source shall immediately be directed to the Lockbox. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral AccountLockbox. Borrower shall hold in trust for Lender Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Accountpost office box or Lockbox, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral AccountLockbox. Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Account Lockbox any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender 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 Lockbox. Bank shall have all right, title and interest in all of the items from time to time in the 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 Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral AccountLockbox, which shall be under the sole control of LenderBank. Lender 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 (c) Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender 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, after Bank applies any amounts in the Cash Collateral Account to the Obligations, Bank shall transfer the balance to the Operating Account. Bank may from time to time in its discretion make Loans Advances to Borrower Borrowers to cover checks or other items or charges that a Borrower has drawn or made against its operating account (the “Operating Account”) Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans Advances to be subject to the terms of this Agreement as though through made pursuant to a request from BorrowerPayment/Advance Form delivered by Borrowers.

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

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

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

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

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

Lockbox. Except (a) Effective as otherwise set forth in the Loan Agreementof April 11, Borrower shall 2005 and at all times immediately deposit any thereafter, Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from any source (including without limitation shall immediately be deposited. Borrowers shall direct all proceeds of Accounts and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the “Cash Collateral Account”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Lender (the “Lockbox”)Bank, over which Lender Bank shall have exclusive and unrestricted access. 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 Bank shall collect the mail delivered to the Lockboxsuch post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Lock Box Account. Borrower Borrowers shall direct all customers or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Lock Box Account. Borrower Borrowers shall hold in trust for Lender Bank all amounts that a Borrower receives despite the directions to make payments to the Cash Collateral post office box or Lock Box Account, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral Lock Box Account. Each Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Lock Box Account any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from which all funds are transferred on a daily basis to the Lock Box Account. Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Lock Box Account, which shall be under the sole control of Lender. Lender Bank. (b) Bank may apply amounts held in the Cash Collateral Lock Box Account to the outstanding balance of the Obligations on a daily basis. Lender 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 Loans Advances to Borrower Borrowers to cover checks or other items or charges that which a Borrower has drawn or made against its operating account (the “such Operating Account”) Account or to cause payment of amounts principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, such Loans to in each case, be subject in all respects to the terms 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 though and deemed to be an Advance made pursuant 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. Except as otherwise Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Loan AgreementSchedule (“Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall at all times immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the “Cash Collateral Account”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the “Lockbox”), over which Lender shall have exclusive and unrestricted access. 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 the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire hold such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the directions to make payments Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Cash Collateral Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and immediately deliver such payments has no duty as to Lender in their original form collection or protection of funds as received from the payor, with proper endorsements for deposit into the Cash Collateral Accountlong as it is not grossly negligent or commits actual fraud. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account All expenses plus any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title applicable administration and interest in all servicing fees of the items from time to time held in the Cash Collateral Lockbox Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall will be under the sole control of Lender. Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time paid by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower.

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

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