Common use of Lockbox Clause in Contracts

Lockbox. The Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower shall direct, and/or Lender may advise, all Receivable Debtors to mail all Remittances to the post office box (“Lockbox”) specified by Lender, or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation of the Lockbox and/or by its bank pursuant to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, and in trust for Lender until delivery is made to Lender’s bank.

Lockbox. The Revolving Credit Loan shall be on a Lockbox Collection Basis. ThereforeExcept as otherwise set forth below, Borrower shall directat all times cause any funds received by Borrower from any source immediately to be deposited into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), and/or Lender may advise, all Receivable Debtors over which Bank shall have exclusive and unrestricted access. Borrower shall direct its customers to mail or deliver all Remittances checks or other forms of payment for amounts owing to the Borrower to a post office box designated by Bank (the “Lockbox”) specified by Lender), or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank over which provides for the collection and/or processing Bank shall have exclusive and unrestricted access. As of Remittances (“Lockbox Agreement”). April 28, 2013, Borrower shall be responsible for open the Lockbox, and thereafter Borrower shall at all fees and charges assessed by Lender in connection with its operation of times maintain the Lockbox and/or by its bank pursuant to with Bank in accordance with the Lockbox Agreementterms hereof. Remittances received in a Lockbox shall be Except for funds deposited into the Cash Collateral Account and disbursed to Lender pursuant Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox AgreementLockbox. Bank shall collect the mail delivered to such post office box, open such mail, and Lender endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall apply such Remittances toward payment of then automatically be transferred to the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term SheetCash Collateral Account. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such Remittances with any of its other funds or property, but will directly to the Cash Collateral Account. Borrower shall hold same separate and apart from its own funds or property, and in trust for Lender until delivery is Bank all amounts that Borrower receives despite the directions to make payments to the 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 Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the 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. Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Bank. Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the “Operating Account”) or to Lender’s bankcause payment of amounts due under the Loan Documents. Borrower 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 charges then presented, such Advances to be subject to the terms of this Agreement as though made pursuant to a Loan Advance/Paydown Request Form delivered by Borrower.

Lockbox. The Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower shall direct, and/or Lender may advise, all Receivable Debtors to mail all Remittances to maintain a lockbox account (the post office box (“LockboxLockbox Account”) specified by Lenderwith a bank acceptable to Agent (the “Lockbox Bank”), or as set forth and shall execute with the Lockbox Bank an agreement acceptable to Agent in a lockbox service agreement or other similar agreement with Lender’s bank which provides for its sole discretion (the collection and/or processing of Remittances (“Lockbox Agreement”), and such other agreements related thereto as Agent may require. Borrower shall be responsible for ensure that all fees collections of Accounts and charges assessed by Lender in connection with receivables of Borrower, its operation Subsidiaries and/or Guarantors and proceeds of all other Collateral are paid and delivered directly from Account Debtors and other Persons into the Lockbox and/or Account. The Lockbox Agreement shall provide that, at all times prior to the delivery of an Activation Notice (as hereinafter defined), the Lockbox Bank shall disburse funds as the Borrower may direct. The Lockbox Agreement shall require that, upon Lockbox Bank’s receipt of written notice (an “Activation Notice”) from Agent at any time after the occurrence of an Event of Default, the Lockbox Bank will immediately, and on a daily basis thereafter, transfer all funds paid into the Lockbox Account into a depository account maintained by its Agent at such bank pursuant as Agent may communicate to Borrower from time to time (the “Concentration Account”). To the extent that any such Accounts and receivables collections or other proceeds of Collateral are not sent directly to the Lockbox Agreement. Remittances Account but are received in a Lockbox by Borrower or any Guarantor or Affiliate of Borrower, such collections and proceeds (“Trust Collections”) shall be deposited into held in trust for the Cash Collateral Account benefit of Agent and disbursed to Lender pursuant Lenders and immediately remitted (and in any event within two (2) Business Days), in the form received, to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of Bank for immediate transfer to the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to BorrowerLockbox Account; provided, however, upon written request of Agent after the occurrence and during the continuance of an Event of Default, such collections and proceeds will be immediately remitted (and in any event within two (2) Business Days) in the form received to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 4.17 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law, at equity or otherwise, upon each and every such failure Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Base Rate or LIBOR for purposes of computing interest on calculation hereunder by two percent (2%) per annum during any period of non-compliance; provided, however, that to the outstanding principal extent Agent wishes to institute such non-compliance fee solely in connection with Borrower’s failure to remit Trust Collections to the Concentration Account within the timeframe established by this Section 4.17, Agent shall only be entitled to institute such non-compliance fee if the aggregate amount of the Revolving Credit Loan, principal paydowns Trust Collections exceeds $100,000. Agent shall be deemed entitled to have been made after assess such fee whether or not a Default or an Event of Default occurs or is declared, provided that nothing in this Agreement shall prevent Agent from considering any failure to comply with the elapse terms of this Section 4.17 to be a Default or an Event of Default. If applicable, at any time prior to the execution of the number Lockbox Agreement and operation of Float Days set forth the Lockbox Account, Borrower, its Subsidiaries and Guarantors shall direct all collections or proceeds it receives on Accounts or receivables or from Collateral to the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, account(s) and in trust for Lender until delivery is made to Lender’s bankthe manner specified by Agent in its sole discretion.

Lockbox. The Revolving Credit Loan 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 Lender into which all Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Debtor agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on a accounts receivable to said Lockbox Collection BasisAccount. Therefore, Borrower shall direct, and/or Lender may advise, all Receivable Debtors to mail all Remittances to All funds in the post office box (“Lockbox”) specified Lockbox Account will be remitted as instructed by Lender, for application to the Indebtedness, or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides otherwise. As Collateral for the collection and/or processing of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender in, all right, title and interest of Debtor in and to all amounts deposited, from time to time, in the Lockbox and/or Account. Any Collections relating to accounts receivable held by its bank pursuant Debtor pending deposit to the Lockbox Account as provided in this Agreement. Remittances received in a Lockbox , shall be held in trust for the benefit of Lender until such amounts are deposited into the Cash Collateral Lockbox Account. All Collections in respect of accounts receivable received by Debtor and not deposited directly by each Account and disbursed to Lender pursuant Debtor shall be remitted to the Lockbox AgreementAccount no later than the next Business Day following Debtor’s receipt thereof, and Lender shall apply if such Remittances toward payment of the ObligationsCollections are not remitted on a timely basis, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns it shall be deemed an immediate Event of Default hereunder. Debtor’s failure to have been made after the elapse comply with this Section shall be an immediate Event of the number of Float Days set forth on the Term SheetDefault hereunder. IfTHERMO COMMUNICATIONS FUNDING, notwithstanding Borrower’s directions to Receivable DebtorsLLC – PVBJ, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, and in trust for Lender until delivery is made to Lender’s bankINC.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The Revolving Credit Loan 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 on 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. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Lockbox Collection Basis. ThereforeDebtor, 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 directhold such funds in trust for Crestmark, and/or Lender may adviseshall not mix such funds received with any other funds, all Receivable Debtors to mail all Remittances and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the post office box (“Lockbox”) specified by LenderLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as set forth in a lockbox service agreement long as it is not grossly negligent or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”)commits actual fraud. Borrower shall be responsible for all All expenses plus any applicable administration and servicing fees and charges assessed by Lender in connection with its operation of the Lockbox and/or Account will be paid by its bank pursuant to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, and in trust for Lender until delivery is made to Lender’s bank.

Lockbox. The Revolving Credit Loan Except as may otherwise be established by L▇▇▇▇▇ in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of Lender into which all Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. D▇▇▇▇▇ agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on accounts receivable to said Lockbox Account. All funds in the Lockbox Account will be remitted as instructed by L▇▇▇▇▇, for application to the Indebtedness, or otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a Lockbox Collection Basis. Therefore, Borrower shall direct, and/or security interest to Lender may advisein, all Receivable Debtors right, title and interest of Debtor in and to mail all Remittances amounts deposited, from time to the post office box (“Lockbox”) specified by Lendertime, or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation of the Lockbox and/or Account. Any Collections relating to accounts receivable held by its bank pursuant Debtor pending deposit to the Lockbox Account as provided in this Agreement. Remittances received in a Lockbox , shall be held in trust for the benefit of Lender until such amounts are deposited into the Cash Collateral Lockbox Account. All Collections in respect of accounts receivable received by Debtor and not deposited directly by each Account and disbursed to Lender pursuant Debtor shall be remitted to the Lockbox AgreementAccount no later than the next Business Day following Debtor’s receipt thereof, and Lender shall apply if such Remittances toward payment of the ObligationsCollections are not remitted on a timely basis, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns it shall be deemed an immediate Event of Default hereunder. D▇▇▇▇▇’s failure to have been made after the elapse comply with this Section shall be an immediate Event of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, and in trust for Lender until delivery is made to Lender’s bankDefault hereunder.

Lockbox. The Revolving Credit Loan shall be on (a) Borrower will, at the request of Bank, execute a Wholesale Lockbox Collection Basis. Therefore, Borrower shall direct, and/or Lender Service Addendum Agreement (“Lockbox Agreement”) in form and substance acceptable to Bank and such other documentation as Bank may advise, all Receivable Debtors reasonably require to mail all Remittances to establish and maintain the post office box lockbox (“Lockbox”) specified by Lender, or as set forth in a lockbox service agreement or and the remittances account and all other similar agreement with Lender’s bank which provides for the collection and/or processing cash management services of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees Bank and charges assessed by Lender its affiliates provided in connection with its operation this Agreement. (b) Upon the occurrence of the Lockbox and/or by its bank pursuant to 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. Remittances Funds received in a any Lockbox shall will be deposited into transferred daily by Bank to the Cash Collateral 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 disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, any other unpaid Indebtedness in such order manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of application as Lender may determine, any check or Lender may release all other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or any solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, collections as are received directly by Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but and will hold same separate and apart the proceeds received from its own funds or property, and such collections in trust for Lender until delivery is made the Bank without commingling the same with other funds of the Borrower and will turn the same over to Lenderthe 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 against the outstanding balance of Borrower’s bankLoan Account from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, without limitation, any such collections and Proceeds in any Lockbox, remittances account or any operating or other account maintained or to be maintained by or for Borrower at Bank). (iv) Borrower will, at the request of the Bank, notify the Account Debtors of the security interest of the Bank in any Account and will instruct Account Debtors to remit payments directly to Bank, and the Bank may itself, at any time, so notify Account Debtors. REVOLVING LOAN AND SECURITY AGREEMENT 22 (c) 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 occurrence of an Event of Default, Borrower will relinquish its control of the Dominion Account and in addition to all other rights and remedies available to Bank, Bank will immediately have sole dominion and control over the Lockbox and the Dominion Account.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The Revolving Credit Loan 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 on 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 as a Lockbox Collection Basisresult of collections from Account Debtors, a credit balance exists with respect to the 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. ThereforeIf 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 directhold such funds in trust for Crestmark, and/or Lender may adviseshall not mix such funds received with any other funds, all Receivable Debtors to mail all Remittances and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the post office box (“Lockbox”) specified by LenderLockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as set forth in a lockbox service agreement long as it is not grossly negligent or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”)commits actual fraud. Borrower shall be responsible for all All expenses plus any applicable administration and servicing fees and charges assessed by Lender in connection with its operation of the Lockbox and/or Account will be paid by its bank pursuant to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, and in trust for Lender until delivery is made to Lender’s bank.

Lockbox. The Revolving Credit Loan Borrower shall be on cause all account debtors and any of Borrower’s payment processors (including ▇▇ ▇▇▇▇▇▇) to wire any amounts owing to Borrower to such account (the “Collateral Account”) as Bank shall specify, and to mail all payments made by check to a Lockbox Collection Basispost office box under Bank’s control. ThereforeAll invoices shall specify such post office box as the payment address. Bank shall have sole authority to collect such payments and deposit them to the Collateral Account. If Borrower receives any amount despite such instructions, Borrower shall directimmediately deliver such payment to Bank in the form received, and/or Lender may advise, all Receivable Debtors to mail all Remittances except for an endorsement to the post office box (“Lockbox”) specified by Lenderorder of Bank and, or as set forth pending such delivery, shall hold such payment in a lockbox service agreement or other similar agreement with Lendertrust for Bank. Two Business Days after clearance of any checks, Bank shall credit all amounts paid into the Collateral Account first, against any amounts outstanding under the Revolving Line, and then, of any remaining balance of such amount, to Borrower’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”)operating account. Borrower shall be responsible for all fees enter into such lockbox agreement as Bank shall reasonably request from time to time. Bank will provide reports of invoice entry and charges assessed by Lender in connection with its operation of the Lockbox and/or by its bank pursuant payment to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox AgreementBorrower on each Business Day, and Lender shall apply such Remittances toward payment will from time to time deliver a detailed aging of open invoices upon Borrower’s request. Notwithstanding the Obligations, whether or not then dueforegoing, in such order lieu of application as Lender may determinerequiring payment processors to comply with the foregoing, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtorsa weekly basis, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold same separate and apart submit to Bank a schedule reflecting revenue proceeds owing to Borrower from its own funds or propertyBorrower’s payment processors, and in trust for Lender until delivery such proceeds shall be wired to Borrower’s account with Bank on a weekly basis within two Business Days following the date such schedule is made due to LenderBank. Borrower’s bankfailure to comply with the foregoing shall constitute an immediate Event of Default without any cure period.

Lockbox. The Revolving Credit Loan shall be on (a) Borrower will, at the request of Bank, execute a Wholesale Lockbox Collection Basis. Therefore, Borrower shall direct, and/or Lender Service Addendum Agreement (“Lockbox Agreement”) in form and substance acceptable to Bank and such other documentation as Bank may advise, all Receivable Debtors reasonably require to mail all Remittances to establish and maintain the post office box lockbox (“Lockbox”) specified by Lender, or as set forth in a lockbox service agreement or and the remittances account and all other similar agreement with Lender’s bank which provides for the collection and/or processing cash management services of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees Bank and charges assessed by Lender its affiliates provided in connection with its operation this Agreement. (b) Upon the occurrence of the Lockbox and/or by its bank pursuant to an Event of Default: REVOLVING LOAN AND SECURITY AGREEMENT 22 (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. Remittances Funds received in a any Lockbox shall will be deposited into transferred daily by Bank to the Cash Collateral 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 disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, any other unpaid Indebtedness in such order manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of application as Lender may determine, any check or Lender may release all other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or any solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, collections as are received directly by Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but and will hold same separate and apart the proceeds received from its own funds or property, and such collections in trust for Lender until delivery is made the Bank without commingling the same with other funds of the Borrower and will turn the same over to Lenderthe 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 against the outstanding balance of Borrower’s bankLoan Account from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, without limitation, any such collections and Proceeds in any Lockbox, remittances account or any operating or other account maintained or to be maintained by or for Borrower at Bank). (iv) Borrower will, at the request of the Bank, notify the Account Debtors of the security interest of the Bank in any Account and will instruct Account Debtors to remit payments directly to Bank, and the Bank may itself, at any time, so notify Account Debtors. (c) 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 occurrence of an Event of Default, Borrower will relinquish its control of the Dominion Account and in addition to all other rights and remedies available to Bank, Bank will immediately have sole dominion and control over the Lockbox and the Dominion Account.

Lockbox. (a) The Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower shall direct, and/or Lender may advise, instruct all Receivable Debtors account debtors to mail pay all Remittances Accounts directly to the post office box (“Lockbox”) specified by Lender, or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation of the Lockbox and/or by its bank pursuant to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions such instructions, the Borrower receives any payments on Accounts, the Borrower shall immediately mail such payments directly to Receivable Debtorsthe 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 receive Remittances directly from Receivable Debtors, Borrower shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such Remittances property with any of its other funds or property, but will hold same separate and apart from its own funds or property. All items received in the Lockbox shall be deposited in the Lender’s Account, and shall constitute proceeds of Collateral and shall not constitute payment of the Indebtedness. (b) All items deposited in trust for Lender until delivery is made to the Lender’s bankAccount shall be 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 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 not in fact endorsed by the Borrower. (c) The Lender will apply payments deposited in the Lender’s Account from time to time (subject to final collection) against the Indebtedness in accordance with the 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.