Common use of Lock Box Clause in Contracts

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bankmaintain, at Bank’s optionso long as the Revolving Loan shall remain unpaid, may establish and maintain at Borrower’s expense): (i) A a United States Post Office post office lock box (the “Lock Box”), to which Bank the Lender shall have exclusive access access, and controlto which the Borrower shall have no access. Borrower expressly authorizes BankLender, from time to time, time to remove the all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors Account Debtors and other parties obligated to Borrower it that all payments made to Borrower (on any Account, invoice, or other than payments by electronic funds transfer) Collateral shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents documents, authorizations and authorizations as required by Bank other agreements necessary to establish and maintain the Lock Box Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the Dominion payment of Funds Account. money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (b) properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall hold in not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for Bank all the benefit of Lender until delivery is made to Lender. All items or amounts that Borrower receives despite the directions to make payments which are remitted to the Lock Box or Dominion otherwise delivered by or for the benefit of Funds Accountthe Borrower to Lender on account of partial or full payment of, and immediately deliver such payments to Bank in their original form as received from or any other amount payable with respect to, any of the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received Collateral shall, in Bankat Lender’s sole discretion, option: (i) be applied to the payment of any Obligations, whether then due or notthe Indebtedness, in such order or at such time of application as Bank Lender may determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the Indebtedness. Borrower agrees that Bank shall not be liable have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any loss or damage which Borrower may suffer as such item of a result restrictive notation, e.g., “paid in full”, “balance of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profitsaccount”, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductrestriction.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations Revolving Line shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be applied to the payment of outstanding Advances, whether then due or not, with the balance, if any, deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligationsamounts under the Revolving Line, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. The Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office maintain a lock box (the “Lock Box”)) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, and the Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing promptly deposit account with such amounts into the Lock Box. The Borrower and each Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access acknowledge and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower agree that all payments made to Borrower by electronic funds transfer shall be remitted prior to the Dominion of Funds AccountActivation Period, the Borrower may operate and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain transact business through the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold account in trust for Bank all amounts that Borrower receives despite the directions to make payments to its normal fashion, including making withdrawals from the Lock Box or Dominion account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of Funds AccountAmerica, N.A. shall transfer all collected and immediately deliver such payments to Bank available balances in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of Funds Accountthe Agents, as applicable. After the occurrence Issuing Banks and during the continuance of an Event of Default, all items or amounts remitted to Banks and that the Lock Box, Box is under the Dominion dominion and control of Funds the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account or that Bank has otherwise received shall, toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies Committed Line Portion under this Agreement, including without limitation indirect, special or consequential damages, loss the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of revenues or profits, or any claim, demand or action by any third party arising out a written request for such a release of or in connection with funds from the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductBorrower.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Each Borrower agrees that the Obligations shall be on a “remittance basis”. Each Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at such Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of a Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be applied to the payment of outstanding Advances or Non-Formula Advances, whether then due or not, with the balance, if any, deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Each Borrower agrees that Bank shall not be liable for any loss or damage which such Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Each Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.”

Lock Box. Commencing with the period not less than thirty (30) days prior Borrower will direct all of its Account Debtors to -------- forward payments directly to the initial Advance on lockbox facility ("Lock Box") maintained with Wilmington Trust ("Lock Box Bank"). The Lock Box address is Power2Ship, W510154, P.O. Box 7777, Philadelphia, PA 10000-0000. Xxxxxx xxxxx xxxxx xxxx xxxxxxxx to reduce the Revolving Line and continuing at all times thereafter until outstanding Obligations. In the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) event that Borrower receives Remittances, Borrower agrees that the Obligations such Remittances shall be on a “remittance basis”held in express trust for the benefit of Lender which shall be immediately notified of ------- ----- such receipt. Borrower shall at immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorse-ment of Borrower when necessary to permit the collection of the Remittances which endorsement Borrower hereby agrees to make. Pending such deposit, Borrower will not commingle any Remittances (including all pre-payments) with any of its sole expense establish other funds or property, but will hold them separate and maintain (apart there-from expressly in trust for Lender. Such statements, reports of collections and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bankadjustments as Lender may, from time to time, specify shall accompany all Remittances. All funds received by Lender will be applied to remove reduce the contents Obligations, subject to collection. Borrower shall have no right of access to or withdrawal from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank Lender shall have exclusive access and control. Borrower agrees no duty to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion segregate Proceeds of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts Collateral remitted to the Lock Box, or deposited in the Dominion of Funds Concentration Account pursuant to Paragraph 4.2 below, from other funds or that Bank has otherwise received shall, in Bank’s sole discretion, be applied property remitted to the payment of any Obligations, whether then due Lock Box or not, deposited in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductConcentration Account.

Lock Box. Commencing with the period not less than thirty (30) days prior Prior to the initial Advance on Effective Date, Owner and the Revolving Line Lock-Box Bank shall enter into the Lock-Box Agreement or agree that an existing lock-box agreement between Servicer 10 14 and continuing at the Lock-Box Bank will constitute the Lock-Box Bank for purposes of this Agreement. Servicer shall cause the Lock-Box Bank to take such actions as are necessary for Servicer to perform its obligations with respect to this Agreement regarding all times thereafter until transactions related to the Revolving Line is terminated and Lock-Box (the "Lock-Box Transactions"). The Lock-Box Agreement shall contain a provision requiring the Lock-Box Bank has no further obligation to lend thereunder: provide Servicer with (a) Borrower agrees that the Obligations shall be on copies of monthly statements, (b) a “remittance basis”. Borrower shall at its sole expense establish daily list of deposits, (c) all original correspondence, envelopes, coupons and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower documents (other than payments Remittances) received by electronic funds transferthe Lock-Box Bank, (d) shall be remitted, for the credit a daily and monthly list of Borrower, to the Lock Box, and Remittances by Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent the Borrower is identifiable by the Lock-Box Bank from the Remittance (but only and documents accompanying the Remittance), and (e) copies of Remittances for which the Lock-Box Bank is not able to identify the Borrower. Servicer shall not amend or modify the terms of the LockBox Agreement without the prior written consent of Owner. Servicer shall take and perform such actions as are necessary for the Lock-Box Bank to perform its obligations with respect to the extent) caused LockBox Agreement, such as providing assistance to the Lock-Box Bank with respect to identifying payments. Servicer shall arrange that available funds on deposit in the Lock-Box be swept into the Collection Account by wire transfer or ACH on a daily basis, pursuant to standing written instructions provided by Servicer to the Lock-Box Bank’s gross negligence or willful misconduct; provided, however, that sufficient funds will be kept on deposit in the Lock-Box account at the Lock-Box Bank to cover fees related to said account.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Each Borrower agrees that the Obligations shall be on a “remittance basis”. Each Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s 's option, may establish and maintain at such Borrower’s 's expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Each Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Each Borrower agrees to shall notify all account debtors and other parties obligated to such Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of such Borrower, to the Lock Box, and each Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Each Borrower agrees to shall notify all account debtors and other parties obligated to such Borrower that all payments made to such Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, each Borrower shall include a like statement on all invoices. Each Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (iii) Borrowers may use the Business Deposit Capture*M feature at Bank (the “BDC”) to immediately deposit into the Dominion of Funds Account payments received by Borrower by check despite the Borrower’s directions to mail such checks to the Lock Box. (b) Each Borrower shall hold in trust for Bank all amounts that such Borrower receives receives, including despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. Provided no Event of Default has occurred which is continuing, all items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrowers to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be deposited to a Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower Borrowers may suffer as a result of Bank’s 's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Each Borrower agrees to shall indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s 's fees and including claims, damages, fines, expenses, liabilities or causes of action of whatever kind resulting from bank's own negligence except to the extent (but only to the extent) caused by Bank’s 's gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be applied to the payment of outstanding Advances, whether then due or not, with the balance, if any, deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with At Lender's request, upon occurrence of any Event of Default as defined under the period Loan Agreement or under any of the Loan Documents, which is not less than thirty (30) days prior cured to the initial Advance on satisfaction of Lender within any applicable cure period, the Revolving Line and continuing Borrowers shall maintain in effect at all times thereafter with such bank or other financial institution as may be designated by Lender, a lock box account or accounts wherein all checks, drafts, cash and other remittances to the Borrowers, in payment of their Accounts and other Collateral, shall be deposited immediately for or in trust for the Lender until repayment in full of all sums due from the Revolving Line is terminated and Bank has no further obligation Borrowers to lend thereunderLender. Without in any way limiting the foregoing, the Borrowers agree that: (aA) Borrower agrees that the Obligations The Borrowers and Lender shall be on a “remittance basis”. the only parties entitled to receive any payments from any Account debtor respecting all accounts. (B) Upon demand by Lender, the Borrowers hereby agree that all proceeds of the Accounts and other Collateral which may be received by any Borrower shall at be delivered, transferred, assigned and endorsed in the exact form they are received, or as otherwise directed by the Lender, and shall not be deposited or commingled with any other assets of any Borrower. In the event a Borrower receives any payments it was unauthorized to receive, they shall be held in trust for Lender and shall be delivered to Lender or its sole expense establish designated bank or financial institution in the exact form received except for any endorsement of the Borrower where necessary to permit collection, which the Borrowers hereby agree to make. (C) The Borrowers further agree to immediately notify the account debtors under the Accounts and maintain (and Bankother Collateral to make payments of all sums due, at Bank’s Lender's option, may establish and maintain at Borrower’s expense): (i) A United States Post Office directly to the Lender or to the lock box (the “Lock Box”)account at such address as may be directed by Lender, and to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time indicate on all invoices to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all such account debtors and other parties obligated to Borrower that all payments are to be made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, directly to the Lock BoxLender or to the lock box. The Borrowers shall provide Lender with copies of any such notices concurrent with the delivery thereof to the account debtors, and Borrower shall include a like statement on of all invoices; and (ii) A non-interest bearing deposit account with Bank which shall invoices sent after the date Lender gives notice of its intention to implement these lock box provisions. Any lock box maintained may, at Lender's option, be titled as designated by Bank (maintained in the “Dominion name of Funds Account”) to which Bank any one or more Borrowers but Lender shall have exclusive the sole access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Accountsuch lock box. (bD) The Borrowers hereby jointly, severally and irrevocably appoint the Lender the attorney-in-fact of each and all of them to do (but the Lender shall not be obligated to and will not incur any liability to any third party for any failure so to do) any act which any Borrower shall hold is obligated by any Loan Document of any kind to do, including without implied limitation, the collection, endorsement and receipt of all payments or proceeds payable on or on account of the Accounts or the delivery of any notices, including any notices to account debtors. (E) The foregoing lock box and collection provisions may be implemented by Lender in trust for Bank all amounts its sole and absolute discretion upon its determination that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of DefaultDefault has occurred and has not been cured, and Lender shall not have any liability of any kind to any Borrower or any other person in the event Lender has incorrectly determined that an Event of Default exists, it being understood that the parties acknowledge that Lender has, as of the date hereof, the sole, absolute and unrestricted right to currently impose such lock box requirements upon the Borrowers or to directly collect all items or amounts remitted Accounts by reason of the current Events of Default respecting the Loans listed on Schedule "A" to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Loan Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations Ex-Im Facility Loans shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be applied to the payment of outstanding Advances, whether then due or not, with the balance, if any, deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligationsamounts under the Ex-Im Facility Loans, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.” (e) Clause (ii) of Section 6.2 of the Loan and Security Agreement is hereby deleted in its entirety and replaced with the following:

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that Upon the Closing and until the Obligations are no longer outstanding, pursuant to the terms of the Lock Box Agreement delivered at the Closing, the Debtors shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box maintain one or more lockboxes in the name of the Lockbox Agent, as agent for the Secured Parties, and identified on Schedule I hereto (collectively, the “Lock Box”"Lockboxes") with Wells Fargo Bank, N.A. or such other financial institutions selected xx Debtors and acceptable to the Lockbox Agent in its sole discretion (each being referred to as a "Lockbox Bank"), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of Debtors, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit account with all amounts received in its Lockbox to the Collection Account at such Lockbox Bank which on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be titled as designated held by Bank (Debtors in trust for Lockbox Agent and upon receipt be deposited by Debtors in original form and no later than the “Dominion next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the funds of Funds Account”) to which Bank any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent shall have exclusive access the right to control all aspects of the disposal of the contents and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to proceeds of the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds AccountCollection Accounts. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, Lockbox Agent may send a notice of assignment and/or notice of the security interest evidenced by this Agreement to any and all items Account Debtors or amounts remitted third parties holding or otherwise concerned with any of the Collateral, and thereafter Lockbox Agent shall have the sole right to collect the Lock BoxAccounts Receivable and the books and records relating thereto. After the occurrence of an Event of Default, the Dominion Debtors shall not, without prior written consent of Funds Account or that Bank has otherwise received shallLockbox Agent, in Bank’s sole discretion, be applied to the grant any extension of time of payment of any ObligationsAccount Receivable, whether then due compromise or notsettle any Account Receivable for less than the full amount thereof, release, in such order whole or at such time of application as Bank may determine in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) If any Account Receivable includes a charge for any tax payable to any governmental authority, Lockbox Agent is hereby authorized (but in no event obligated) in its sole discretiondiscretion to pay the amount thereof to the proper taxing authority for Debtors' account and to charge Debtors therefor. Borrower agrees that Bank Debtors shall notify Lockbox Agent if any Account Receivable includes any taxes due to any such governmental authority and, in the absence of such notice, Lockbox Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any loss or damage which Borrower taxes that may suffer be due by reason of the sale and delivery creating such Account Receivable. (d) Debtors will at such intervals as a result Lockbox Agent may require, execute and deliver confirmatory written assignments of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or Accounts Receivable to Lockbox Agent and furnish such further schedules and/or information as Lockbox Agent may require relating to the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilitiesAccounts Receivable, including, without limitation, attorney’s fees except sales invoices or the equivalent, credit memos issued, remittance advices, reports and copies of deposit slips and copies of original shipping or delivery receipts for all merchandise sold. In addition, Debtors shall notify Lockbox Agent of any non-compliance in respect of the representations, warranties and covenants contained in this Agreement. The items to be provided under this Section 19 are to be in form and substance reasonably satisfactory to Lockbox Agent and are to be executed and delivered to Lockbox Agent from time to time solely for its convenience in maintaining records of the extent Collateral. Debtors' failure to give any of such items to Lockbox Agent shall not affect, terminate, modify or otherwise limit Lockbox Agent's Lien on the Collateral. Debtors shall not re-date any invoice or sale or make sales on extended dating beyond that customary in Debtors' industry, and shall not re-bill any Accounts Receivable without promptly disclosing the xxxe to Lockbox Agent and providing Lockbox Agent with a copy of such re-billing, identifying the same as such. If either Debtors become aware of anything materially detrimental to any of Debtors' customer credit, Debtors will promptly advise Lockbox Agent thereof. (but only e) Debtors shall not establish a deposit account at any financial institution which is not an account that is (a) subject to the extenta Collection Account or (b) caused a zero balance account with no right of withdrawal by Bank’s gross negligence or willful misconductany party save for a automatic sweep of all funds in a Collection Account into a Collection Account no less often than once each Business Day.

Lock Box. Commencing with (A) The Credit Parties shall direct all of its Account Debtors in the period not less than thirty (30) days prior U.S. and the United Kingdom to the initial Advance make all payments on the Revolving Line 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 continuing at all times thereafter until under the Revolving Line exclusive control of, Lender (such post office box is terminated and Bank has no further obligation referred to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (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 Bank shall have exclusive access and control. Borrower expressly authorizes Bankare required to be delivered to the holder of a Permitted Lien which is prior in right of payment), from time to time, to remove the contents will be transferred from the Lock BoxBox Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, for disposition in accordance with this Agreementwithout 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 notify pay all account debtors reasonable customary fees, costs and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, expenses in connection with opening and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain maintaining the Lock Box and the Dominion Lock Box Account. All of Funds Account. such reasonable fees, costs and expenses if not paid by Borrower within five (b5) Borrower shall hold Business Days of Lender’s written request, may be paid by Lender and in trust for Bank 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 Borrower receives despite endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the directions 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 make payments 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 Lock Box or Dominion of Funds AccountCredit Parties and deposited therein. Lender may, at any time and immediately deliver such payments from time to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After 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 items of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts remitted owed to the Lock BoxCredit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Dominion 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 Funds 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 that Bank has otherwise received shallother Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in BankLender’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 applied 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 payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductspecifically identified.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. With respect to all Accounts initially invoiced after the date of this Agreement, Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. With respect to all Accounts initially invoiced after the date of this Agreement, Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, Borrower shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that Upon the Closing and until the Obligations are no longer outstanding, pursuant to the terms of the Lock Box Agreement delivered at the Closing, the Debtors shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box maintain one or more lockboxes in the name of the Lockbox Agent, as agent for the Secured Parties, and identified on Schedule I hereto (collectively, the “Lock Box”"Lockboxes") with Wells Fargo Bank, N.A. or such other financial institutions xxxxxted by Debtors and acceptable to the Lockbox Agent in its sole discretion (each being referred to as a "Lockbox Bank"), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of Debtors, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit account with all amounts received in its Lockbox to the Collection Account at such Lockbox Bank which on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be titled as designated held by Bank (Debtors in trust for Lockbox Agent and upon receipt be deposited by Debtors in original form and no later than the “Dominion next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the funds of Funds Account”) to which Bank any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent shall have exclusive access the right to control all aspects of the disposal of the contents and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to proceeds of the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds AccountCollection Accounts. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, Lockbox Agent may send a notice of assignment and/or notice of the security interest evidenced by this Agreement to any and all items Account Debtors or amounts remitted third parties holding or otherwise concerned with any of the Collateral, and thereafter Lockbox Agent shall have the sole right to collect the Lock BoxAccounts Receivable and the books and records relating thereto. After the occurrence of an Event of Default, the Dominion Debtors shall not, without prior written consent of Funds Account or that Bank has otherwise received shallLockbox Agent, in Bank’s sole discretion, be applied to the grant any extension of time of payment of any ObligationsAccount Receivable, whether then due compromise or notsettle any Account Receivable for less than the full amount thereof, release, in such order whole or at such time of application as Bank may determine in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) If any Account Receivable includes a charge for any tax payable to any governmental authority, Lockbox Agent is hereby authorized (but in no event obligated) in its sole discretiondiscretion to pay the amount thereof to the proper taxing authority for Debtors' account and to charge Debtors therefor. Borrower agrees that Bank Debtors shall notify Lockbox Agent if any Account Receivable includes any taxes due to any such governmental authority and, in the absence of such notice, Lockbox Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any loss or damage which Borrower taxes that may suffer be due by reason of the sale and delivery creating such Account Receivable. (d) Debtors will at such intervals as a result Lockbox Agent may require, execute and deliver confirmatory written assignments of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or Accounts Receivable to Lockbox Agent and furnish such further schedules and/or information as Lockbox Agent may require relating to the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilitiesAccounts Receivable, including, without limitation, attorney’s fees except sales invoices or the equivalent, credit memos issued, remittance advices, reports and copies of deposit slips and copies of original shipping or delivery receipts for all merchandise sold. In addition, Debtors shall notify Lockbox Agent of any non-compliance in respect of the representations, warranties and covenants contained in this Agreement. The items to be provided under this Section 19 are to be in form and substance reasonably satisfactory to Lockbox Agent and are to be executed and delivered to Lockbox Agent from time to time solely for its convenience in maintaining records of the extent Collateral. Debtors' failure to give any of such items to Lockbox Agent shall not affect, terminate, modify or otherwise limit Lockbox Agent's Lien on the Collateral. Debtors shall not re-date any invoice or sale or make sales on extended dating beyond that customary in Debtors' industry, and shall not re-bill any Accounts Receivable without promptly disclosing the xxxe to Lockbox Agent and providing Lockbox Agent with a copy of such re-billing, identifying the same as such. If either Debtors become aware of anything materially detrimental to any of Debtors' customer credit, Debtors will promptly advise Lockbox Agent thereof. (but only e) Debtors shall not establish a deposit account at any financial institution which is not an account that is (a) subject to the extenta Collection Account or (b) caused a zero balance account with no right of withdrawal by Bank’s gross negligence or willful misconductany party save for a automatic sweep of all funds in a Collection Account into a Collection Account no less often than once each Business Day.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Each Borrower agrees that the Obligations shall be on a “remittance basis”. Each Borrower shall (and each New Borrower shall, prior to the Initial Transition End Date) at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at each Borrower’s expense): (i) A ): a United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Each Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Each Borrower agrees to shall (and each New Borrower shall, beginning on the Initial Transition End Date and at all times thereafter) notify all account debtors and other parties obligated to such Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and each Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Each Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds AccountBox. (b) Each Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds AccountBox, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicableBox. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account Box or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which a Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Each Borrower agrees to shall indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and including claims, damages, fines, expenses, liabilities or causes of action of whatever kind resulting from bank’s own negligence except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct. 4.10. Section 5.15

Lock Box. Commencing with the period not less than thirty (30) days prior Borrowers will direct all of their Account Debtors to forward payments directly to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: lockbox facility (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”) maintained with Wilmington Trust FSB ("Lock Box Bank"). The Lock Box address is Xxx 000000, Xxxxxxxxxxxx, XX 00000-0000. Lender shall apply such payments to reduce the outstanding Obligations. In the event that Borrowers receive Remittances, Borrowers agree that such Remittances shall be held in express trust for the benefit of Lender which Bank shall have exclusive access be immediately notified of such receipt. Borrowers shall immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrowers when necessary to permit the collection of the Remittances, which endorsement Borrowers hereby agree to make. Pending such deposit, Borrowers will not commingle any Remittances (including all pre-payments) with any of its other funds or property, but will hold them separate and controlapart therefrom expressly in trust for Lender. Borrower expressly authorizes BankSuch statements, reports of collections and adjustments as Lender may, from time to time, specify shall accompany all Remittances. All funds received by Lender will be applied to remove reduce the contents Obligations, subject to collection. Borrowers shall have no right of access to or withdrawal from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank Lender shall have exclusive access and control. Borrower agrees no duty to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion segregate Proceeds of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts Collateral remitted to the Lock Box, or deposited in the Dominion of Funds Concentration Account pursuant to Paragraph 4.2 below, from other funds or that Bank has otherwise received shall, in Bank’s sole discretion, be applied property remitted to the payment of any Obligations, whether then due Lock Box or not, deposited in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductConcentration Account.

Lock Box. Commencing with the period not less than thirty (30) days prior Borrower will direct all of its Account Debtors to forward payments directly to the initial Advance on lockbox facility ("Lock Box") maintained with _________________________("Lock Box Bank"). The Lock Box address is ________________, P.O. Box _________, ______________________. Lender shall apply such payments to reduce the Revolving Line and continuing at all times thereafter until outstanding Obligations. In the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) event that Borrower receives Remittances, Borrower agrees that the Obligations such Remittances shall be on a “remittance basis”held in express trust for the benefit of Lender which shall be immediately notified of such receipt. Borrower shall at immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrower when necessary to permit the collection of the Remittances which endorsement Borrower hereby agrees to make. Pending such deposit, Borrower will not commingle any Remittances (including all pre-payments) with any of its sole expense establish other funds or property, but will hold them separate and maintain (apart therefrom expressly in trust for Lender. Such statements, reports of collections and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bankadjustments as Lender may, from time to time, specify shall accompany all Remittances. All funds received by Lender will be applied to remove reduce the contents Obligations, subject to collection. Borrower shall have no right of access to or withdrawal from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank Lender shall have exclusive access and control. Borrower agrees no duty to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion segregate Proceeds of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts Collateral remitted to the Lock Box, or deposited in the Dominion of Funds Concentration Account pursuant to Paragraph 4.2 below, from other funds or that Bank has otherwise received shall, in Bank’s sole discretion, be applied property remitted to the payment of any Obligations, whether then due Lock Box or not, deposited in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductConcentration Account.

Lock Box. Commencing Borrower shall direct all of its Government Account Debtors to make all payments upon the Government Accounts directly to a post office box ("Lock Box") with the period not less than thirty (30) days prior to Bank, in the initial Advance on name and under the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) exclusive control of LaSalle. If Borrower, any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower agrees that the Obligations shall be on a “remittance basis”. or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall at its receive any monies, checks, notes, drafts or other payments relating to or as proceeds of any Government Accounts, Borrower and each such Person shall receive all such items in trust for, and as the sole expense establish and maintain exclusive property of, LaSalle and, immediately upon receipt thereof, shall remit the same (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (ior cause the same to be remitted) A United States Post Office lock box (the “Lock Box”), in kind to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to the Lock Box or otherwise received by LaSalle, whether with respect to the Government Accounts, as proceeds of other Collateral, or otherwise, will be applied on account of the Obligations of Borrower (other than in accordance with the terms of this Agreement, provided that so long as no Event of Default has occurred and is continuing, such payments will be applied to the outstanding principal balance due under the Revolving Loans. Borrower agrees to pay all fees, costs and expenses which Borrower incurs in connection with opening and maintaining a Lock Box. All of such fees, costs and expenses which remain unpaid by electronic funds transfer) shall be remitted, for the credit of Borrower pursuant to any Lock Box Agreement with Borrower, to the Lock Boxextent same shall have been paid by LaSalle hereunder, shall constitute Revolving Loans hereunder, and, until paid, shall bear interest at the rate then applicable to Revolving Loans hereunder. All checks, drafts, instruments and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which other items of payment or proceeds of Collateral delivered to LaSalle in kind shall be titled as designated endorsed by Bank (the “Dominion of Funds Account”) Borrower to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower LaSalle, and, if that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment endorse- ment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank item shall not be liable made for any loss reason, LaSalle is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints LaSalle (and all Persons designated by LaSalle for that purpose) as Borrower's true and lawful attorney and agent-in-fact (1) to endorse Borrower's name upon such items of payment and/or proceeds of Collateral of Borrower and upon any Chattel Paper, Document, Instrument, invoice or damage which similar document or agreement relating to any Account of Borrower may suffer as a result of Bank’s processing of items or its exercise goods pertaining thereto; (2) to take control in any manner of any other rights item of payment or remedies under this Agreement, including without limitation indirect, special proceeds thereof; (3) to have access to any lock box or consequential damages, loss postal box into which any of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.Borrower's mail is deposited; and

Lock Box. Commencing with At Lender's request, upon occurrence of any Event of Default under any of the period Loan Documents, which is not less than thirty (30) days prior cured to the initial Advance on satisfaction of Lender within any applicable cure period, the Revolving Line and continuing PDGE Debtor Parties shall maintain in effect at all times thereafter until with such bank or other financial institution as may be designated by Lender, a lock box account or accounts wherein all checks, drafts, cash and other remittances to the Revolving Line is terminated PDGE Debtor Parties, in payment of their Accounts and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations other Collateral, shall be on a “remittance basis”deposited immediately for or in trust for the Lender until repayment in full of all sums due from the PDGE Debtor Parties to Lender. Borrower shall at its sole expense establish and maintain (and BankWithout in any way limiting the foregoing, at Bank’s option, may establish and maintain at Borrower’s expense):the PDGE Debtor Parties agree that: (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access The PDGE Debtor Parties and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) Lender shall be remitted, for the credit of Borrower, only parties entitled to the Lock Box, and Borrower shall include a like statement on receive any payments from any Account debtor respecting all invoices; andaccounts. (ii) A non-interest bearing deposit account with Bank Upon demand by Lender, the PDGE Debtor Parties hereby agree that all proceeds of the Accounts and other Collateral which may be received by any PDGE Debtor Party shall be titled delivered, transferred, assigned and endorsed in the exact form they are received, or as otherwise directed by the Lender, and shall not be deposited or commingled with any other assets of any PDGE Debtor Party. In the event a PDGE Debtor Party receives any payments it was unauthorized to receive, they shall be held in trust for Lender and shall be delivered to Lender or its designated by Bank bank or financial institution in the exact form received except for any endorsement of the PDGE Debtor Party where necessary to permit collection, which the PDGE Debtor Parties hereby agree to make. (iii) The PDGE Debtor Parties further agree to immediately notify the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors under the Accounts and other parties obligated Collateral to Borrower make payments of all sums due, at Lender's option, directly to the Lender or to the lock box account at such address as may be directed by Lender, and to indicate on all invoices to such account debtors that all payments are to be made to Borrower by electronic funds transfer shall be remitted directly to the Dominion Lender or to the lock box. The PDGE Debtor Parties shall provide Lender with copies of Funds Accountany such notices concurrent with the delivery thereof to the account debtors, and Borrowerof all invoices sent after the date Lender gives notice of its intention to implement these lock box provisions. Any lock box -33- 42 maintained may, at Bank’s requestLender's option, be maintained in the name of any one or more PDGE Debtor Parties but Lender shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank have the sole access to establish and maintain the Lock Box and the Dominion of Funds Accountsuch lock box. (biv) Borrower The PDGE Debtor Parties hereby jointly, severally and irrevocably appoint the Lender the attorney-in-fact of each and all of them to do (but the Lender shall hold not be obligated to and will not incur any liability to any third party for any failure so to do) any act which any PDGE Debtor Party is obligated by any Loan Document of any kind to do, including without implied limitation, the collection, endorsement and receipt of all payments or proceeds payable on or on account of the Accounts or the delivery of any notices, including any notices to account debtors. (v) The foregoing lock box and collection provisions may be implemented by Lender in trust for Bank all amounts its sole and absolute discretion upon its determination that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. After the occurrence and during the continuance of an Event of DefaultDefault has occurred and has not been cured within any applicable cure period, all items and Lender shall not have any liability of any kind to any PDGE Debtor Party or amounts remitted to any other person in the Lock Boxevent Lender has incorrectly determined that an Event of Default exists, it being understood that the parties acknowledge that Lender has, as of the date hereof, the Dominion of Funds Account sole, absolute and unrestricted right to currently impose such lock box requirements upon the PDGE Debtor Parties or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against directly collect all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconductAccounts.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Borrower agrees that the Obligations shall be on a “remittance basis”. Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account. (b) Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable. All items or amounts which are remitted to the Lock Box or to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be applied to the payment of outstanding Advances and the Ex-Im Facility Loans, whether then due or not, with the balance, if any, deposited to Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and INCLUDING CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Lock Box. Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line and continuing at all times thereafter until the Revolving Line is terminated and Bank has no further obligation to lend thereunder: (a) Each Borrower agrees that the Obligations shall be on a “remittance basis”. Each Borrower shall at its sole expense establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) A ): a United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Each Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Each Borrower agrees to shall notify all account debtors and other parties obligated to such Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and each Borrower shall include a like statement on all invoices; and (ii) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and Borrower, at Bank’s request, shall include a like statement on all invoices. Each Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds AccountBox. (b) Each Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box or Dominion of Funds AccountBox, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicableBox. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account Box or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Borrower agrees that Bank shall not be liable for any loss or damage which a Borrower may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Each Borrower agrees to shall indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney’s fees and including claims, damages, fines, expenses, liabilities or causes of action of whatever kind resulting from bank’s own negligence except to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.