Common use of Collections; Lock Box Clause in Contracts

Collections; Lock Box. (A) The Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An account at Xxxxx Fargo, N.A. (the “Lock Box Account”) shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transfer. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that payments made to the Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/back-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by the applicable Credit Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Party’s true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Parties; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties To the extent any Customers make or pay any Receipts to any Borrower by a wire transfer or other form of electronic funds transfer, then each Borrower shall direct and instruct all of such Customers to make all such wire transfer or other electronic fund transfer payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to any Borrower by any other form other than wire transfer or electronic funds transfer (such as through a check), then each Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom Customers to make and send all such payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An Each Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”) ), which Lock Box Account shall be maintained in Lender’s name, and into which all Receipts, whether through wires, checks, or any other form, and all other monies, checks, notes, drafts or other payments received in of any kind owing or payable to any of the Lock Box Borrowers, shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transferdeposited. If the Credit Partiesany Borrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties any Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties any Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or Receipts, whether from a Customer, as proceeds of Eligible Accountsfrom Collateral, or form any other source, the Credit Parties applicable Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that payments made to the Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/back-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by the applicable Credit Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Party’s true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Parties; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties To the extent any Customers make or pay any Receipts to Borrower by a wire transfer or other form of electronic fund transfer, Borrower shall direct all of such Customers to make all such wire transfer or electronic fund transfer payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to Borrower by any other form other than wire transfer or other form of electronic funds transfer (such as through a check), then Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom Customers to make all such payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in some instances, Customers of Borrower make payments to Borrower through the use of a credit or debit card, and that in certain instances, the “Payment Processing Companies” (as hereinafter defined) remit payments from such credit card or debit card transactions to an account designated by Borrower through user elections made by Borrower with such Payment Processing Companies through an online portal or management system controlled by the Borrower (the “Online Payment Systems”). In that regard, Borrower shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as, and when distributed or paid to Borrower, to be deposited directly into the Lock Box Account, rather than any other bank accounts of Borrower. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to Borrower, also be delivered to Lender. In the alternative, to the extent any applicable Payment Processing Companies use Online Payment Systems to control the follow of funds between the Payment Processing Borrower and the Borrower, then in such an instance, the Borrower shall, on or prior to the Closing Date, give full control of the Online Payment Systems to Lender, including allowing Lender to change the passwords to gain access to such Online Payment Systems (which passwords shall not be shared or made available to Borrower), so as to authorize and permit Lender and its representatives to designate the account to which any remittances from such Payment Processing Borrower are made, which account shall be the Lock Box Account, to prevent such payment instructions from being changed without Lender’s consent, and to otherwise grant full access and control to Lender to view and control all payments and remittances to and from such Online Payment Systems; provided, however, the parties recognize that the Online Payment System used or expected to be used by Borrower with Pay Pal is not active and in use as of the Closing Date, and accordingly, the Borrower hereby agrees that it shall give Lender at least three (3) Business Days’ prior written notice before the Online Payment System with Pay Pal is to become active and in use, so that Lender may gain access and control thereof as required hereby. Borrower hereby represents and warrants to Lender that the only Payment Processing Companies with whom the Borrower has any agreements or other payment processing relationships as of the Closing Date is PayPal. Borrower shall not enter into any other agreements with any other Payment Processing Companies, except for the Payment Processing Companies disclosed herein, without the prior written consent of Lender. Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”) ), which Lock Box Account is and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, electronic fund transfers, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which all other monies, checks, notes, drafts or other payments or Receipts of any kind received or receivable by, or due to, the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transferBorrower shall be deposited. If the Credit PartiesBorrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrower and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral Collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (67) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Defaultzero. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunderDefault Rate. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to Borrower, shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by Borrower to Lender into the applicable Credit Party to LenderLock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit PartyBorrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit PartyBorrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit PartyBorrower’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit PartiesBorrower; (iiB) to take control in any manner of any item of payment or proceeds thereof and thereof; (iiiC) to have access to Borrower’s operating accounts, through Borrower’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; (D) to have access to any lock box or postal box into which any of the Credit PartyBorrower’s mail is deposited, and open and process all mail addressed to the Credit Parties Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (viE) do direct and otherwise deal with all other acts Payment Processing Companies to insure that all payments and things which reserves as hereby contemplated are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection remitted to the items specifically identifiedLock Box Account.

Collections; Lock Box. (Ai) The Credit Parties Borrowers shall direct all of its their Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or Accounts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An Borrowers shall maintain an account at Xxxxx FargoWachovia Bank, N.A. (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable)deposited, and into which the Credit Parties Borrowers will immediately deposit all payments received by the Credit Parties Borrowers on Accounts, Accounts in the identical form in which such payments were received, whether by cash, cash or check, wire or electronic funds transfer. If the Credit PartiesBorrowers, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties Borrowers or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsAccounts or other collateral, the Credit Parties Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrowers and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Borrowers for payroll and agreed upon payables in the ordinary course of business and then to Lender on each Payment Date to be a bi-monthly basis and applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/back-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties Obligations and the Lender obligations under the Debenture Documents in Lender’s sole discretion. Borrowers agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days of Lender’s written requestBorrowers, may be paid by Lender and in such event all amounts paid by the Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the lowest highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by Borrowers to the applicable Credit Party to Lender, and, if that endorsement of any such item shall not be made for any reason, the Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s Borrowers’ behalf. For purpose of this Section, each Credit Party Borrowers irrevocably hereby makes, constitutes and appoints the Lender (and all Persons designated by the Lender for that purpose) as the Credit Partysuch Borrower’s true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s Borrowers’ name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Partiessuch Borrower; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of the Credit Party’s such Borrower mail is deposited, and open and process all mail addressed to the Credit Parties such Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties To the extent any Customers make or pay any Receipts to any Borrower by a wire transfer or other form of electronic funds transfer, then each Borrower shall direct and instruct all of such Customers to make all such wire transfer or other electronic fund transfer payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to any Borrower by any other form other than wire transfer or electronic funds transfer (such as through a check), then each Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom Customers to make and send all such payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An Each Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing reasonably required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”) ), which Lock Box Account shall be maintained in Lender’s name, and into which all Receipts, whether through wires, or any other form, and all other monies, checks, notes, drafts or other payments received in of any kind owing or payable to any of the Lock Box Borrowers, shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transferdeposited. If the Credit Partiesany Borrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties any Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties any Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or Receipts, whether from a Customer, as proceeds of Eligible Accountsfrom Collateral, or from any other source, the Credit Parties applicable Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrowers and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral Collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (65) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”)zero. The amount remaining following the After application and payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower amounts from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on Lender in accordance with the immediately subsequent Payment Date (such resulting amountpreceding sentence, provided the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments Borrowers are in good standing under this Agreement and the Borrower Sweep Amount shall be reserved by other Loan Documents, and provided no Event of Default exists under this Agreement or any other Loan Document, and provided no event has occurred that, with the Lender and applied toward passage of time, or the payment giving of principalnotice, interestor both, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of would constitute an Event of DefaultDefault under this Agreement or any other Loan Document, then any sums remaining in the Lock Box Account shall be transferred to Borrowers’ operating accounts (as directed by Borrowers) within three (3) Business Days of each Payment Date. Borrower agrees Borrowers agree to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box and the Lock Box Account. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower Borrowers within five ten (510) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunderDefault Rate. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to any Borrower from a Customer, any other Person, or otherwise, shall be deposited directly into the Lock Box Account, and if not deposited directly into the Lock Box Account, shall be immediately remitted or endorsed by Borrowers to Lender into the applicable Credit Party to LenderLock Box Account, and, if that remittance or endorsement of any such item shall not be immediately made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Partyeach Borrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Partyeach Borrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Partysuch Borrower’s name upon said Receipts or items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Partiessuch Borrower; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; and (iiiC) to have access to any lock box or postal box into which any of the Credit Party’s Borrowers’ mail is deposited, and open and process all mail addressed to the Credit Parties any Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties Each Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or Accounts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The Lender shall establish and maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable)deposited, and into which the Credit Parties each Borrower will immediately deposit all payments received by the Credit Parties each Borrower on Accounts, Accounts in the identical form in which such payments were received, whether by cash, cash or check, wire or electronic funds transfer. If the Credit Partiesany Borrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties any Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties any Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties each Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Each Borrower and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder or under any other Loan Documents, including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Collection Fee, ; (5) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”)zero. The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender Borrowers agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable and customary fees, costs and expenses in connection with opening and maintaining of the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower Borrowers within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral Collateral shall be endorsed by the applicable Credit Party Borrowers, as applicable, to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Partyeach Borrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Partyeach Borrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Partyeach Borrower’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Partiesany Borrower; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; and (iiiC) to have access to any lock box or postal box into which any of the Credit Party’s Borrowers’ mail is deposited, and open and process all mail addressed to the Credit Parties each Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (A) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the Closing Date) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached during the duration of this Agreement, as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), including, but not limited to, the Mandatory Principal Repayment Amount; (7) to amounts payable pursuant to 2.2(g) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor Customer and whether before or after the maturity of any of the Obligations, : (iA) enforce collection of any of the Accounts of any Credit Party’s Accounts Party or other amounts owed to any Credit Party by suit or otherwise; (iiB) exercise all of the Credit Party’s rights and remedies of any Credit Party with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iiiC) surrender, release or exchange all or any part of any Accounts or other amounts owed to the any Credit PartiesParty, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (ivD) sell or assign any Account of the any Credit Parties Party or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (vE) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor Customer or other Person obligated to any Credit Party; and (viF) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower Borrower, unless Borrower notifies notify Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the Closing Date) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached during the duration of this Agreement, as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), including, but not limited to, the Mandatory Principal Repayment Amount; (7) to amounts payable pursuant to 2.2(g) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the Closing Date) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached during the duration of this Agreement, as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), including, but not limited to, the Mandatory Principal Repayment Amount; (7) to amounts payable pursuant to 2.2(g) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-agent- in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such paymentsand Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customersof the Credit Partiesmake payments to the Credit Partiesthrough the use of a credit or debit card. In that regard, the Credit Partiesshall, prior to the Closing Date, modify its respective agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships(the “Payment Processing Companies”), so as to authorize, direct and cause: (A)all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Credit Parties,to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. (the a financial institution acceptable to Lender in its sole and absolute discretion(the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card paymentsfrom any Customers (whether directly or through any Payment Processing Companies),and all other monies, checks, notes, drafts or other payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments of any kind received by the Credit Parties on Accounts, Partiesshall be deposited,in the identical theidentical form in which such payments were received, whether by cash, ,check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties,shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, paymentsor Receipts,the Credit Parties and Partiesand each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Partiesand Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts,as proceeds of other collateral collateral,or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2hereof;(2) to any custodian/back-up servicer (if applicable), (3applicable);(3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, (4) to hereof;(4)to any accrued but unpaid Receivable Receipts Collection Fee; (5)if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (520%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations; (6)to amounts payable pursuant to Section 2.1(d);(7) to amounts payable pursuant to Section 2.1(d)(ii), and 2.2(g)and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender(including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each zero(each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and Partiesand the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box,the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses,if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts,and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party Partyto Lender to Lenderbe deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the onthe applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicableCredit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail Party’xxxxx is deposited, and open and process all mail addressed to the Credit Parties and Partiesand deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the Closing Date) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then fifteen percent (15%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached during the duration of this Agreement, as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), including, but not limited to, the Mandatory Principal Repayment Amount; (7) to amounts payable pursuant to Sections 2.2(e) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Notwithstanding anything contained herein to the contrary and in addition to the amounts provided above, the Lender may, at any time and may from time to time after time, in its sole and absolute discretion, retain in the occurrence Lock Box Account any and during all amounts deposited into the continuance of an Event of Default, whether before Lock Box Account by any Customer that the Lender deems necessary or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, appropriate (i) enforce collection in order to have the Borrower comply with Section 10.3 of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwisethis Agreement; (ii) exercise all of to prevent any insecurity by the Credit Party’s rights and remedies Lender with respect to proceedings brought the total value of the Collateral (including, but not limited to, the amount held in the Lock Box Account at any time) when compared to collect any Accounts or other amounts the outstanding amount of all Obligations owed to the Credit PartiesLender; and (iii) surrenderto ensure that the Collateral (including, release or exchange all or any part of any Accounts or other amounts owed but not limited to the Credit Parties, or compromise or extend or renew amount held in the Lock Box Account) is and remains of a value to adequately serve as appropriate security for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account Obligations of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identifiedhereunder.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The parties recognize that in many instances, Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien (other than holders of Notes Payable, which delivery of Collateral proceeds is not permitted) which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; (7) to amounts payable pursuant to 2.2(g) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or Accounts directly to a post office box designated by, and under the exclusive control of, of Lender (such post office box is referred to herein as the “"Lock Box”"). An Borrower shall maintain an account at Xxxxx Wxxxx Fargo, N.A. (the “"Lock Box Account”Account"),which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s 's name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable)deposited, and into which the Credit Parties Borrower will immediately deposit all payments received by the Credit Parties Borrower on Accounts, Accounts in the identical form in which such payments were received, whether by cash, cash or check, wire or electronic funds transfer. If the Credit PartiesBorrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, of Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Borrower and,Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/backhack-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Defaultzero. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days business days of Lender’s 's written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by the applicable Credit Party Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s Borrower's behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Party’s Borrower's true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s Borrower's name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit PartiesBorrower; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of the Credit Party’s Borrower's mail is deposited, and open and process all mail addressed to the Credit Parties Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or Accounts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The Lender shall establish and maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable)deposited, and into which the Credit Parties Borrower will immediately deposit all payments received by the Credit Parties Borrower on Accounts, Accounts in the identical form in which such payments were received, whether by cash, cash or check, wire or electronic funds transfer. If the Credit PartiesBorrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrower and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder or under any other Loan Documents, including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Collection Fee, ; (5) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Defaultzero. Borrower agrees to pay all reasonable and customary fees, costs and expenses in connection with opening and maintaining of the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral Collateral shall be endorsed by the applicable Credit Party Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit PartyBorrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit PartyBorrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit PartyBorrower’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit PartiesBorrower; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; and (iiiC) to have access to any lock box or postal box into which any of the Credit PartyBorrower’s mail is deposited, and open and process all mail addressed to the Credit Parties Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties To the extent any Customers make or pay any Receipts to any Borrower by a wire transfer or other form of electronic funds transfer, then each Borrower shall direct and instruct all of such Customers to make all such wire transfer or other electronic fund transfer payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to any Borrower by any other form other than wire transfer or electronic funds transfer (such as through a check), then each Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom Customers to make and send all such payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An The Borrowers hereby represent and warrant to Lender that less than five percent (5%) of their Receipts are made or received through the use of a credit or debit card. In the event that at any time during the term of this Agreement, Receipts of the Borrowers collected through the use of credit or debit card transactions is five percent (5%) or more of their combined aggregate Receipts, then in such event, each applicable Borrower shall, at such time, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “Payment Processing Companies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to each applicable Borrower, to be deposited directly into the Lock Box Account, rather than any other bank accounts of any Borrower. In such event, the Borrowers shall cause each of the Payment Processing Companies to issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to Borrowers, also be delivered to Lender. Each Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”) ), which Lock Box Account shall be maintained in Lender’s name, and into which all Receipts, whether through wires, or any other form, and all other monies, checks, notes, drafts or other payments received in of any kind owing or payable to any of the Lock Box Borrowers shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transferdeposited. If the Credit Partiesany Borrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties any Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties any Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds Receipts (including any Receipts generated through the minimal use of Eligible Accountscredit and debit card transactions), the Credit Parties applicable Borrower and each such Person shall receive The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrowers and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral Collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account or otherwise, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (67) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”)zero. The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender Borrowers agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies, if required. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower Borrowers within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to any Borrower from a Customer, any other Person, or otherwise, shall be deposited directly into the Lock Box Account, and if not deposited directly into the Lock Box Account, shall be immediately remitted or endorsed by Borrowers to Lender into the applicable Credit Party to LenderLock Box Account, and, if that remittance or endorsement of any such item shall not be immediately made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Partyeach Borrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Partyeach Borrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Partysuch Borrower’s name upon said Receipts or items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Partiessuch Borrower; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to the extent any Borrower is not depositing Receipts into the Lock Box Account as required hereby, to have access to such Borrower’s operating accounts, through such Borrower’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s Borrowers’ mail is deposited, and open and process all mail addressed to the Credit Parties any Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties shall direct all All Daily Receipts of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accountseach Borrower shall, either by wire after deposit of same into each Borrower’s operating bank account, be swept daily into the Lock Box Account (as defined below)Borrower Account. In addition, electronic funds transfer, or directly to a post office box designated by, the Lender shall establish and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An maintain an account at Xxxxx Fargo, N.A. a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name, . All amounts in the Borrower Account shall be swept into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties Account on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transfereach Payment Date. If the Credit Partiesany Borrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties any Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties any Borrower, shall at any time receive any Daily Receipts or any other monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsAccounts or otherwise in connection with the business of each Borrower, the Credit Parties each Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Borrower Account for further sweeping of same into the Lock Box AccountAccount as hereby provided. The Credit Parties Each Borrower and Lender agree that all Daily Receipts and other payments made to into the Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder or under any other Loan Documents, including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Account Collection Fee, ; (5) if at any time the Lender is not holding an amount equal to the Reserve Amount, then to amounts required to establish the Reserve Amount, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement, subject to Section 2.1(e)(iv) below; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (67) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including the Reserve Amount then in the Lock Box), to reduce the outstanding balance of all Revolving Loan balance Loans to zero zero, in the inverse order of maturity (each provided, however, that so long as no Event of Default occurs and is continuing, and that no event occurs that, with the foregoing paymentspassage of time, or the giving of notice, or both, would constitute and Event of Default, during the initial ninety (90) days of this Agreement, the “Lock Box Payments”only amounts charged or collected by Lender shall be accrued and unpaid interest under Subsection (3) of this sentence). The amount remaining following the After application and payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower amounts from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by Lender in accordance with the immediately preceding sentence, provided the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments is in good standing under this Agreement and the Borrower Sweep Amount shall be reserved by other Loan Documents, and provided no Event of Default exists under this Agreement or any other Loan Document, and provided no event has occurred that, with the Lender and applied toward passage of time, or the payment giving of principalnotice, interestor both, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of would constitute an Event of DefaultDefault under this Agreement or any other Loan Document, then any sums remaining in the Lock Box Account, less the Reserve Amount, shall be transferred to Borrower’s operating accounts within three (3) Business Days of each Payment Date. Borrower agrees Borrowers agree to pay all reasonable and customary fees, costs and expenses in connection with opening and maintaining of the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower Borrowers within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All Upon an Event of Default, all Daily Receipts and other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral shall be endorsed by the applicable Credit Party Borrowers, as applicable, to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Partyeach Borrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Partyeach Borrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit Partyeach Borrower’s name upon said Daily Receipts and other items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Partiesany Borrower; (iiB) to take control in any manner of any item Daily Receipts and other items of payment or proceeds thereof thereof; and (iiiC) to have access to any lock box or postal box into which any of the Credit Party’s Borrowers’ mail is deposited, and open and process all mail addressed to the Credit Parties each Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The To the extent any Customers make or pay any Receipts to the Credit Parties by a wire transfer, the Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom such Customers to make all such wire transfer payments on the Accounts, either by wire into directly to the Lock Box Account Account. To the extent any Customers make or pay any Receipts to the Credit Parties by any other form other than wire transfer (such as defined belowthrough a check), electronic funds transfer, or then each Credit Party shall direct all of its Customers to make all such payments and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock BoxLockBox”). An account at Xxxxx FargoThe parties recognize that in many instances, N.A. Customers of the Borrower and its Subsidiaries make payments to the Borrower and its Subsidiaries through the use of a credit or debit card. In that regard, the Borrower and its Subsidiaries shall, prior to the Closing Date, modify its agreements with all credit/debit card payment processing companies with whom it has agreements or other payment processing relationships (the “PaymentProcessingCompanies”), so as to authorize, direct and cause: (A) all credit/debit card payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as an when distributed or paid to the Borrower and its Subsidiaries, to be deposited directly into the Lock Box Account, rather than any other bank accounts of the Credit Parties. It shall be a condition precedent to the making of any Revolving Loans hereunder that each of the Payment Processing Companies issue and deliver to Lender an estoppel certificate, disbursement direction or other similar document confirming and agreeing: (I) to the foregoing payment directions; (II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the Credit Parties, also be delivered to Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at a financial institution acceptable to Lender in its sole and absolute discretion (the “LockBoxAccount”), which Lock Box Account is (as of the Closing Date) and shall be maintained in Lender’s name, and into which all Receipts, whether through wires, credit and debit card payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred from any Customers (as applicablewhether directly or through any Payment Processing Companies), and into which the Credit Parties will immediately deposit all other monies, checks, notes, drafts or other payments of any kind received by the Credit Parties on Accountsshall be deposited, in the identical form in which such payments were received, whether by cash, check, wire direct deposit, or electronic funds transferotherwise. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties Parties, shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible AccountsReceipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts or Receipts, as proceeds of other collateral collateral, or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached during the duration of this Agreement, as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), including, but not limited to, the Mandatory Principal Repayment Amount; (7) to amounts payable pursuant to 2.2(g) and (6) 8) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty one hundred percent (80100%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of DefaultDate. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining of the Lock Box, the Lock Box and Lock Box Account, or of creating, administering or switching any payment accounts with any of the Payment Processing Companies. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to the Borrower and its Subsidiaries shall be deposited into the Lock Box Account, and if not deposited into the Lock Box Account, shall be remitted or endorsed by the applicable Credit Party to LenderLender to be deposited into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the each Credit Party’s true and lawful attorney and agent-agent- in-fact fact: (iA) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit Parties; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to the applicable Credit Party’s operating accounts, through the Credit Party’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.

Collections; Lock Box. (Ai) The Credit Parties Lender shall establish and maintain an account at a financial institution acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account is (as of the date hereof) and shall be maintained in Lender’s name and under Lender’s control. To the extent any Customers make or pay any Receipts to Borrower by a wire transfer, Borrower shall direct all of such Customers to make all such wire transfer payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to Borrower by any other form other than wire transfer (such as through a check), then each Borrower shall direct all of its Account Debtors in the U.S. and the United Kingdom Customers to make all such payments on the Accounts, either by wire into the Lock Box Account (as defined below), electronic funds transfer, or and Receipts directly to a post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An account at Xxxxx Fargo, N.A. (the “Lock Box Account”) shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transfer. If the Credit PartiesBorrower, any AffiliateAffiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties Borrower or any AffiliateAffiliate or Subsidiary, or any other Person acting for or in concert with the Credit Parties Borrower, shall receive or at any moniestime be holding any Receipts, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties Borrower and each such Person shall receive and hold all such items Receipts in trust for, and as the sole and exclusive property of, Lender, and, immediately (and in no event later than one (1) Business Day after receipt of same) upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties Borrower and Lender agree that all payments made to the such Lock Box Account, whether in respect of the Eligible Accounts Receipts or as proceeds of other collateral or otherwise (except for proceeds of collateral Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder or under any other Loan Documents, including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, ; (2) to any custodian/back-up servicer (if applicable), ; (3) to accrued but unpaid interest owed under Section Sections 2.1(c) and 2.4 hereof, ; (4) to any accrued but unpaid Receivable Receipts Collection Fee, ; (5) if at any time the Lender is not holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then twenty percent (20%) of all Receipts received into the Lock Box Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations; (6) to amounts payable pursuant to Section 2.1(d)(ii2.1(d), ; and (67) upon the occurrence and during the continuation of an Event of Default, to LenderLender (including the Reserve Amount then in the Lock Box Account), to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Defaultzero. Borrower agrees to pay all reasonable and customary fees, costs and expenses in connection with opening and maintaining of the Lock Box Account and the Lock Box AccountBox. All of such reasonable fees, costs and expenses expenses, if not paid by Borrower within five (5) Business Days business days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of collateral Collateral at any time received, due or owing to Borrower shall be deposited into the Lock Box Account as required by this Agreement, and if not deposited into the Lock Box Account, shall be remitted or endorsed by Borrower to Lender into the applicable Credit Party to LenderLock Box Account within the time frames required hereby, and, if that remittance or endorsement of any such item shall not be made for any reason, or there shall be any other continuing Event of Default, Lender is hereby irrevocably authorized to remit or endorse the same on the applicable Credit PartyBorrower’s behalf. For purpose of this Section, each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit PartyBorrower’s true and lawful attorney and agent-in-fact fact: (iA) to endorse the applicable Credit PartyBorrower’s name upon said items of payment and/or proceeds of collateral Collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts Receipts of the Credit PartiesBorrower; (iiB) to take control in any manner of any item of payment or proceeds thereof thereof; (C) to have access to Borrower’s operating accounts, through Borrower’s online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock Box Account as required hereby; and (iiiD) to have access to any lock box or postal box into which any of the Credit PartyBorrower’s mail is deposited, and open and process all mail addressed to the Credit Parties Borrower and deposited therein. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the items specifically identified.