Common use of Lockbox Clause in Contracts

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

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

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "“Lockbox Account"”). The remit to address on all documents related to the Debtor Accountsaccounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received If as a result of collections from Account Debtors, a credit balance exists with respect to COD sales or accounts that are not Debtor Accounts the Loan, Crestmark shall transfer such funds into an account designated by Borrower if requested by Borrower for so long as no Default exists subject to the Lockbox Accountterms and conditions of this Agreement. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Accountthe Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days immediately deposit such funds in the Lockbox AccountAccount in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

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

Lockbox. (a) The Borrower must immediately notify shall instruct all persons who are obligated on accounts generated by account debtors to pay all Accounts directly to the Lockbox. If, notwithstanding such instructions, the Borrower receives any payments on Accounts, the Borrower shall immediately mail such payments directly to the Lockbox. The Borrower shall also immediately mail all other cash proceeds of Collateral regardless of source or nature directly to the Lockbox. Until so deposited, the Borrower shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such property with customers domiciled any of its other funds or property. All items received in the United States Lockbox shall be deposited in the Lender’s Account, and Canada shall constitute proceeds of Collateral and shall not constitute payment of the Indebtedness. (b) All items deposited in the Lender’s Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Lender’s Account, the bank maintaining such account, the amount of that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (item, or such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") to remit all payments due Borrower bank at its discretion may charge any uncollected item to the lock box address Borrower’s commercial account or pursuant to the wire transfer or ACH instructions set forth other account. The Borrower shall be liable as an endorser on all items deposited in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Lender’s Account, whether made or not in fact endorsed by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Borrower. (c) The Lender will apply payments deposited in the Lender’s Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to timetime (subject to final collection) against the Indebtedness in accordance with the Borrower’s instructions. If any item deposited in the Lender’s Account is returned unpaid, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor the application of such item by the assignment to Crestmark. All expenses for notification of each Debtor Lender will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrowerreversed.

Lockbox. Borrower must immediately notify (a) Effective as of April 11, 2005 and at all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether times thereafter, Borrowers shall maintain an account is an Eligible Account under this Agreement at Bank (such accounts, "Debtor Accounts" and such persons, collectively, the “Lock Box Account”) into which all funds received by a "Debtor") Borrower from any source shall immediately be deposited. Borrowers shall direct all customers to remit mail or deliver all payments due checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the lock box address or pursuant mail delivered to such post office box, open such mail, and endorse and credit all items to the Lock Box Account. Borrowers shall direct all customers or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related such funds directly to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Lock Box Account. At Crestmark's request, Borrowers shall hold in trust for Bank all Documents must be marked by amounts that a Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that receives despite the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account directions to make payments payable directly to Crestmark the post office box or Lock Box Account, and immediately deliver such payments to notify Debtor of Bank in their original form as received from the assignment customer, with proper endorsements for deposit into the Lock Box Account. Each Borrower irrevocably authorizes Bank to Crestmarktransfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. All expenses for notification of each Debtor will be paid by Borrower. No Borrower shall not be required to deposit payments received establish or maintain any accounts with respect to COD sales or any Person other than Bank except for accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived opened in the ordinary course of business or notfrom which all funds are transferred on a daily basis to the Lock Box Account. Bank shall have all right, title and interest in all of the items from time to time in the Lock Box Account and their proceeds. Neither Borrowers nor any person claiming through a Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with have any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and right or control over the Lockbox use of, or any right to withdraw any amount from, the Lock Box Account, which shall be under the sole control of Bank. (b) Bank may apply amounts held in the Lock Box Account to the outstanding balance of the Obligations on a daily basis. Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and any remaining balance in the Lock Box Account shall be transferred by Bank to the Operating Account. The Lockbox Bank will process all deposits and may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges which a Borrower has no right drawn or made against such Operating Account or to cause payment of principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such checks, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Accountitems, and has no duty other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, in each case, be subject in all respects to the provisions of this Agreement, including without limitation the applicable conditions precedent to each Advance contained in this Agreement as if each of such Advances were covered by a Payment/ Advance Form signed or otherwise approved by Borrowers. Borrowers absolutely and unconditionally understand and agree that each Advance so made pursuant to collection this Section by entry of credits to the Operating Account or protection otherwise shall, for all purposes of funds this Agreement and the other Loan Documents, be treated as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will deemed to be paid by an Advance made directly to a Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, “Revolving Line” shall mean a credit extension of up to $15,000,000 until such time as Borrower has set up a Lockbox in accordance with this Section.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the (“Account Debtors”) and any other person or party that is liable to Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, collectively a "“Debtor"”) to remit all payments due Borrower to the lock box lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "“Lockbox Account"”). The remit to address on all documents related to the Debtor Accountsaccounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Accountthe Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days immediately deposit such funds in the Lockbox AccountAccount in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions Except as otherwise set forth in the Schedule Loan Agreement, Borrower shall at all times immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into a cash collateral account at Lender in Borrower’s name (the "“Cash Collateral Account”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Lender (the “Lockbox”), over which Lender shall have exclusive and unrestricted access. Within 15 days of the date hereof, Borrower shall establish the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account"). The remit to address on , all documents related funds received by Borrower from any source shall immediately be directed to the Debtor AccountsLockbox. Lender shall collect the mail delivered to the Lockbox, including invoicesopen such mail, purchase ordersand endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or contracts ("Documents") must be otherwise. Lender shall have all right, title and interest in all of the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and items from time to time, time held in the Cash Collateral Account and at its sole discretion, notify their proceeds. Neither Borrower nor any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. person claiming through Borrower shall not be required to deposit payments received with respect to COD sales have any right or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. The Lockbox Bank will process all deposits and Lender may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has no right drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such charges then presented, it belongs such Loans to Crestmark. Crestmark is be subject to the owner terms of all deposits in the Lockbox Account, and has no duty this Agreement as though made pursuant to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by a request from Borrower.

Lockbox. (a) Within sixty (60) days of the Closing Date, Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether shall establish an account is an Eligible Account under this Agreement at Bank (the “Lockbox”) and shall maintain thereafter at all times such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") Lockbox into which all funds received by Borrower from any source shall immediately be deposited. Borrower shall direct all customers to remit mail or deliver all payments due checks or other forms of payment for amounts owing to Borrower to the lock a post office box address or pursuant designated by Bank, over which Bank shall have exclusive and unrestricted access. All funds received by Borrower from any source shall immediately be directed to the wire transfer or ACH instructions set forth in Lockbox. Bank shall collect the Schedule (the "Lockbox Account"). The remit mail delivered to address on such post office box, open such mail, and endorse and credit all documents related items to the Debtor Accounts, including invoices, purchase orders, Lockbox. Borrower shall direct all customers or contracts ("Documents") must be other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lockbox AccountLockbox. At Crestmark's request, Borrower shall hold in trust for Bank all Documents must be marked by amounts that Borrower receives despite the directions to show assignment make payments to Crestmarkthe post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lockbox. Borrower must notify each Debtor by mail that the Debtor Account has been assigned irrevocably authorizes Bank to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, transfer to the Lockbox Account any funds that have been deposited into any other accounts or other address provided that Bank has received by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to timewire transfer, and at its sole discretioncheck, notify any Debtor cash, or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrowerotherwise. Borrower shall not be required to deposit payments received establish or maintain any accounts with respect to COD sales or any Person other than Bank except for accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived opened in the ordinary course of business or notfrom which all funds are transferred on a daily basis to the Lockbox. Bank shall have all right, Borrower shall hold such funds title and interest in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds all of the items from time to time in the Lockbox and their proceeds. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Crestmark will Bank shall have sole possession all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the Lockbox use of, or any right to withdraw any amount from, the Lockbox, which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account (c) Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”). Unless an Event of Default has occurred and is continuing, after Bank applies any amounts in the Cash Collateral Account to the Obligations, Bank shall transfer the balance to the Operating Account. The Lockbox Bank will process all deposits and may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges that a Borrower has no right drawn or made against the Operating Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such charges then presented, it belongs such Advances to Crestmark. Crestmark is be subject to the owner terms of all deposits in the Lockbox Account, and has no duty this Agreement as through made pursuant to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid a Payment/Advance Form delivered by BorrowerBorrowers.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "“Lockbox Account"”). The remit to address on all documents related to the Debtor Accountsaccounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Accountthe Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days immediately deposit such funds in the Lockbox AccountAccount in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify Except as may otherwise be established by Lender in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of Lender into which all persons who are obligated Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Debtor agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") receivable to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the said Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to All funds in the Lockbox Account will be remitted as instructed by Lender, for application to the Indebtedness, or other address provided by Crestmark otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender in, all right, title and interest of Debtor in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and to all amounts deposited, from time to time, and at its sole discretionin the Lockbox Account. Any Collections relating to accounts receivable held by Debtor pending deposit to the Lockbox Account as provided in this Agreement, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor shall be held in trust for the benefit of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that Lender until such amounts are not Debtor Accounts deposited into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition All Collections in respect of a accounts receivable received by Debtor Account, whether derived in the ordinary course of business or not, Borrower and not deposited directly by each Account Debtor shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right be remitted to the Lockbox AccountAccount no later than the next Business Day following Debtor’s receipt thereof, and if such Collections are not remitted on a timely basis, it belongs shall be an immediate Event of Default hereunder. Debtor’s failure to Crestmarkcomply with this Section shall be an immediate Event of Default hereunder. Crestmark is the owner of all deposits in the Lockbox AccountTHERMO COMMUNICATIONS FUNDING, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerLLC – PVBJ, INC.

Lockbox. Except as otherwise set forth below, Borrower must shall at all times cause any funds received by Borrower from any source immediately notify to be deposited into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Borrower shall direct its customers to mail or deliver all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark checks or other forms of payment for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") amounts owing to remit all payments due Borrower to a post office box designated by Bank (the lock box address or pursuant “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of April 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the wire transfer or ACH instructions set forth in Lockbox. Bank shall collect the Schedule (the "Lockbox Account"). The remit mail delivered to address on such post office box, open such mail, and endorse and credit all documents related items to the Debtor AccountsLockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, including invoicesand immediately deliver such payments to Bank in their original form as received from the customer, purchase orderswith proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or contracts ("Documents") must be otherwise. Bank shall have all right, title and interest in all of the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and items from time to time, time held in the Cash Collateral Account and at its sole discretion, notify their proceeds. Neither Borrower nor any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. person claiming through Borrower shall not be required to deposit payments received with respect to COD sales have any right or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Bank. The Lockbox Bank will process all deposits and may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has no right drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such charges then presented, it belongs such Advances to Crestmark. Crestmark is be subject to the owner terms of all deposits in the Lockbox Account, and has no duty this Agreement as though made pursuant to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid a Loan Advance/Paydown Request Form delivered by Borrower.

Lockbox. (a) Borrower must immediately notify shall maintain at all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether times an account is an Eligible Account under this Agreement at Bank (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor"the “Lockbox”) into which all funds received by Borrower from any source shall immediately be deposited. Borrower shall direct all customers to remit mail or deliver all payments due checks or other forms of payment for amounts owing to Borrower to the lock a post office box address or pursuant designated by Bank, over which Bank shall have exclusive and unrestricted access. All funds received by Borrower from any source shall immediately be directed to the wire transfer or ACH instructions set forth in Lockbox. Bank shall collect the Schedule (the "Lockbox Account"). The remit mail delivered to address on such post office box, open such mail, and endorse and credit all documents related items to the Debtor Accounts, including invoices, purchase orders, Lockbox. Borrower shall direct all customers or contracts ("Documents") must be other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Lockbox AccountLockbox. At Crestmark's request, Borrower shall hold in trust for Bank all Documents must be marked by amounts that Borrower receives despite the directions to show assignment make payments to Crestmarkthe post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lockbox. Borrower must notify each Debtor by mail that the Debtor Account has been assigned irrevocably authorizes Bank to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, transfer to the Lockbox Account any funds that have been deposited into any other accounts or other address provided that Bank has received by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to timewire transfer, and at its sole discretioncheck, notify any Debtor cash, or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrowerotherwise. Borrower shall not be required to deposit payments received establish or maintain any accounts with respect to COD sales or any Person other than Bank except for accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived opened in the ordinary course of business or notfrom which all funds are transferred on a daily basis to the Lockbox. Bank shall have all right, Borrower shall hold such funds title and interest in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds all of the items from time to time in the Lockbox and their proceeds. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Crestmark will Bank shall have sole possession all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the Lockbox use of, or any right to withdraw any amount from, the Lockbox, which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account (c) Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”). Unless an Event of Default has occurred and is continuing, after Bank applies any amounts in the Cash Collateral Account to the Obligations, Bank shall transfer the balance to the Operating Account. The Lockbox Bank will process all deposits and may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges that a Borrower has no right drawn or made against the Operating Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such charges then presented, it belongs such Advances to Crestmark. Crestmark is be subject to the owner terms of all deposits in the Lockbox Account, and has no duty this Agreement as through made pursuant to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid a Payment/Advance Form delivered by BorrowerBorrowers.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "“Lockbox Account"”). The remit to address on all documents related to the Debtor Accountsaccounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Accountthe Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days immediately deposit such funds in the Lockbox AccountAccount in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "“Lockbox Account"”). The remit to address on all documents related to the Debtor Accountsaccounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox AccountTHE SINGING MACHINE COMPANY, INC. 2 v3 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Accountthe Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days immediately deposit such funds in the Lockbox AccountAccount in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. (a) On or before the first Drawdown Date, the Borrower must immediately notify shall cause to be established in the name of the Borrower for the benefit of the Lenders an account and lockbox (the "Lockbox") with the Agent pursuant to the Lockbox Agreement. The Borrower shall instruct all persons who are obligated on of its customers and account debtors to make all payments to the Lockbox of all accounts generated receivable of the Borrower, including but not limited to Accounts as defined in the Security Agreement. Any payments received directly by the Borrower with from their customers domiciled or account debtors will be deposited immediately in the United States Lockbox. Until an Event of Default shall have occurred, the Borrower shall have the right to transfer from the Lockbox any amounts in the Lockbox. After an Event of Default shall have occurred all amounts in the Lockbox may be applied by the Agent for the benefit of the Lenders in payment of any amounts due and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account outstanding under this Credit Agreement or the Notes. (b) On each Interest Payment Date, the Maturity Date, and each day on which any commitment fee or letter of credit fee is payable and only in the event that the Borrower has failed to make a payment in accordance with the terms of this Credit Agreement and the Notes, all amounts in the Lockbox (including interest accrued), shall be used first to pay interest due on such accountsInterest Payment Date, "Debtor Accounts" second to pay any commitment fee or letter of credit fee due on such date and such persons, collectively, a "Debtor") third to remit all payments repay the principal amount outstanding on the Notes which is due Borrower and payable to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account")Lenders on such date. The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's requestAfter such payments have been made, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over shall be released to the Lockbox Account. Borrower. (c) The Lockbox Bank will process all deposits shall terminate and any funds remaining in it shall be paid the Borrower has no right to upon the Lockbox Account, it belongs to Crestmark. Crestmark is the owner fulfillment of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower's Obligations.

Lockbox. Borrower must immediately notify Except as may otherwise be established by Lxxxxx in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of Lender into which all persons who are obligated Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Dxxxxx agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") receivable to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the said Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to All funds in the Lockbox Account will be remitted as instructed by Lxxxxx, for application to the Indebtedness, or other address provided by Crestmark otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender in, all right, title and interest of Debtor in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and to all amounts deposited, from time to time, and at its sole discretionin the Lockbox Account. Any Collections relating to accounts receivable held by Debtor pending deposit to the Lockbox Account as provided in this Agreement, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor shall be held in trust for the benefit of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that Lender until such amounts are not Debtor Accounts deposited into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition All Collections in respect of a accounts receivable received by Debtor Account, whether derived in the ordinary course of business or not, Borrower and not deposited directly by each Account Debtor shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right be remitted to the Lockbox AccountAccount no later than the next Business Day following Debtor’s receipt thereof, and if such Collections are not remitted on a timely basis, it belongs shall be an immediate Event of Default hereunder. Dxxxxx’s failure to Crestmark. Crestmark is the owner comply with this Section shall be an immediate Event of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerDefault hereunder.