Common use of Lockbox Clause in Contracts

Lockbox. Borrower must immediately notify all persons who are obligated on accounts ("Account Debtors") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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. Ali expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify shall cause all persons who are obligated on accounts account debtors and any of Borrower’s payment processors ("Account Debtors"including XX Xxxxxx) to direct all Account Debtors and wire any other person or party that is liable amounts owing to Borrower to such account (collectively a "Debtor"the “Collateral Account”) as Bank shall specify, and to remit mail all payments due Borrower made by check to a post office box under Bank’s control. All invoices shall specify such post office box as the payment address. Bank shall have sole authority to collect such payments and deposit them to the lock box address or pursuant Collateral Account. If Borrower receives any amount despite such instructions, Borrower shall immediately deliver such payment to Bank in the form received, except for an endorsement to the wire transfer or ACH instructions set forth order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Two Business Days after clearance of any checks, Bank shall credit all amounts paid into the Schedule ("Lockbox Account"). The remit to address on all documents related to Collateral Account first, against any amounts outstanding under the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to CrestmarkRevolving Line, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Accountthen, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretionof any remaining balance of such amount, to the Lockbox Account or other address provided by Crestmark in writingBorrower’s operating account. The language used in Borrower shall enter into such notices lockbox agreement as Bank shall be approved by Crestmark in writing. Crestmark may at any time and reasonably request from time to time. Bank will provide reports of invoice entry and payment to Borrower on each Business Day, and at its sole discretionwill from time to time deliver a detailed aging of open invoices upon Borrower’s request. Notwithstanding the foregoing, notify any Debtor or third party payee in lieu of requiring payment processors to make payments payable directly to Crestmark or to notify Debtor of comply with the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtorsforegoing, Borrower receives any funds from on a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kindweekly basis, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other fundssubmit to Bank a schedule reflecting revenue proceeds owing to Borrower from Borrower’s payment processors, and such proceeds shall immediately deposit be wired to Borrower’s account with Bank on a weekly basis within two Business Days following the date such funds in schedule is due to Bank. Borrower’s failure to comply with the Lockbox Account 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 foregoing shall constitute 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. Ali expenses plus Default without any applicable administration and servicing fees of the Lockbox Account will be paid by Borrowercure period.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts ("“Account Debtors"”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("the “Lockbox Account"”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all All expenses for notification of each Account Debtor will be paid by Borrower. THE SINGING MACHINE COMPANY, INC. 2 v3 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax 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 immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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. Ali All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. The Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower must immediately notify shall direct, and/or Lender may advise, all persons who are obligated on accounts ("Account Debtors") Receivable Debtors to direct mail all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower Remittances to the lock post office box address (“Lockbox”) specified by Lender, or as set forth in a lockbox service agreement or other similar agreement with Lender’s bank which provides for the collection and/or processing of Remittances (“Lockbox Agreement”). Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation of the Lockbox and/or by its bank pursuant to the wire transfer or ACH instructions set forth Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Schedule ("Lockbox Account"). The remit Cash Collateral Account and disbursed to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, Lender pursuant to the Lockbox Account Agreement, and Lender shall apply such Remittances toward payment of the Obligations, whether or other address provided by Crestmark in writing. The language used not then due, in such notices order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the outstanding principal of the Revolving Credit Loan, principal paydowns shall be approved by Crestmark in writing. Crestmark may at any time and from time deemed to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor have been made after the elapse of the assignment number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Receivable Debtors, Borrower receives any funds receive Remittances directly from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kindReceivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will hold such same separate and apart from its own funds or property, and in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent Lender until delivery is made 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. Ali expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerLender’s bank.

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 checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank ("Account Debtors") the “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 Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account Debtors and any funds that have been deposited into any other person accounts or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the Bank has received by wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the accountstransfer, including invoicescheck, purchase orderscash, 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 Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and items from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived time held in the ordinary course of business or not, or if Cash Collateral Account and their proceeds. Neither Borrower receives nor any proceeds of insurance, fax refunds or any and all other funds of any kind, person claiming through Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with have any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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 right or 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. Ali 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. 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 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, prior to disbursement of any Loans, and at all times thereafter, direct its Account Debtors") 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. 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 Lockbox. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account Debtors and any funds that have been deposited into any other person accounts or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the Lender has received by wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the accountstransfer, including invoicescheck, purchase orderscash, 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 Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and items from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived time held in the ordinary course of business or not, or if Cash Collateral Account and their proceeds. Neither Borrower receives nor any proceeds of insurance, fax refunds or any and all other funds of any kind, person claiming through Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with have any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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 right or 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. Ali 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 shall maintain a lockbox account (the “Lockbox Account”) with a bank acceptable to Agent (the “Lockbox Bank”), and shall execute with the Lockbox Bank an agreement acceptable to Agent in its sole discretion (the “Lockbox Agreement”), and such other agreements related thereto as Agent may require. Borrower shall ensure that all persons who collections of Accounts and receivables of Borrower, its Subsidiaries and/or Guarantors and proceeds of all other Collateral are obligated on accounts ("Account Debtors") to direct all paid and delivered directly from Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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 Persons into the Lockbox Account. The Lockbox Agreement shall provide that, at all times prior to the delivery of an Activation Notice (as hereinafter defined), the Lockbox Bank shall disburse funds as the Borrower may direct. The Lockbox Agreement shall require that, upon Lockbox Bank’s receipt of written notice (an “Activation Notice”) from Agent at any time after the occurrence of an Event of Default, the Lockbox Bank will process immediately, and on a daily basis thereafter, transfer all deposits funds paid into the Lockbox Account into a depository account maintained by Agent at such bank as Agent may communicate to Borrower from time to time (the “Concentration Account”). To the extent that any such Accounts and receivables collections or other proceeds of Collateral are not sent directly to the Lockbox Account but are received by Borrower has no right or any Guarantor or Affiliate of Borrower, such collections and proceeds (“Trust Collections”) shall be held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within two (2) Business Days), in the form received, to the Lockbox Bank for immediate transfer to the Lockbox Account; provided, it belongs however, upon written request of Agent after the occurrence and during the continuance of an Event of Default, such collections and proceeds will be immediately remitted (and in any event within two (2) Business Days) in the form received to Crestmarkthe Concentration Account. Crestmark Borrower acknowledges and agrees that compliance with the terms of this Section 4.17 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law, at equity or otherwise, upon each and every such failure Agent shall be entitled to assess a non-compliance fee which shall operate to increase the owner Base Rate or LIBOR for purposes of all deposits interest calculation hereunder by two percent (2%) per annum during any period of non-compliance; provided, however, that to the extent Agent wishes to institute such non-compliance fee solely in connection with Borrower’s failure to remit Trust Collections to the Concentration Account within the timeframe established by this Section 4.17, Agent shall only be entitled to institute such non-compliance fee if the aggregate amount of the Trust Collections exceeds $100,000. Agent shall be entitled to assess such fee whether or not a Default or an Event of Default occurs or is declared, provided that nothing in this Agreement shall prevent Agent from considering any failure to comply with the terms of this Section 4.17 to be a Default or an Event of Default. If applicable, at any time prior to the execution of the Lockbox Agreement and operation of the Lockbox Account, Borrower, its Subsidiaries and has no duty as Guarantors shall direct all collections or proceeds it receives on Accounts or receivables or from Collateral to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. Ali expenses plus any applicable administration the account(s) and servicing fees of in the Lockbox Account will be paid manner specified by BorrowerAgent in its sole discretion.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts ("“Account Debtors"”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "“Debtor"”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("the “Lockbox Account"”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts ("“Documents"”) must be the Lockbox Account. At Crestmark's ’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all All expenses for notification of each Account Debtor will be paid by Borrower. If as a result of collections from Account Debtors, a credit balance exists with respect to the Loan, Crestmark shall transfer such funds into an account designated by Borrower if requested by Borrower for so long as no Default exists subject to the terms and conditions of this Agreement. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax 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 immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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. Ali 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 ("“Account Debtors"”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "“Debtor"”) to remit all payments due Borrower to the lock box 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 accounts, 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 Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's ’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all All expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax 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 immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the 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. Ali All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower Xxxxxxxx must immediately notify all persons who are obligated on accounts ("Account Debtors") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box 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 accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At CrestmarkPathward's request, all Documents must be marked by Borrower to show assignment to CrestmarkPathward, and Borrower Xxxxxxxx must notify each Account Debtor by mail that the Account has been assigned to Crestmark Pathward and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or CrestmarkPathward, at CrestmarkPathward's sole discretion, to the Lockbox Account or other address provided by Crestmark Pathward in writing. The language used in such notices shall be approved by Crestmark Pathward in writing. Crestmark Pathward may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark Pathward or to notify Debtor of the assignment to CrestmarkPathward. all All expenses for notification of each Account Debtor will be paid by BorrowerXxxxxxxx. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for CrestmarkPathward, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark Pathward will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to CrestmarkPathward. Crestmark Pathward 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. Ali 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, "Account Debtors") to direct all Account Debtors Debtor Accounts" and any other person or party that is liable to Borrower (collectively 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 accountsDebtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the 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 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 the Collateral (defined below)a Debtor Account, whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately within two business days deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronicallyAccount. 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. Ali 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 ("Account Debtors") receivable to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the 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 Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to 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 discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form receivedAccount. That means if the funds are received Any Collections relating to accounts receivable held by mail, the Debtor checks will be sent pending deposit to the Lockbox Account uncashedas provided in this Agreement, shall be held in trust for the benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and if the funds are received electronically, the funds will not deposited directly by each Account Debtor shall be transferred immediately remitted to the Lockbox Account electronically. Crestmark will have sole possession no later than the next Business Day following Debtor’s receipt thereof, and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Accountif 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 AccountLOAN AND SECURITY AGREEMENT – PAGE 8 THERMO 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. Ali expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerLLC – PVBJ, INC.

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 ("Account Debtors") receivable to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule ("Lockbox Account"). The remit to address on all documents related to the 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 Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to 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 discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. all expenses for notification of each Account Debtor will be paid by Borrower. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form receivedAccount. That means if the funds are received Any Collections relating to accounts receivable held by mail, the Debtor checks will be sent pending deposit to the Lockbox Account uncashedas provided in this Agreement, shall be held in trust for the benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and if the funds are received electronically, the funds will not deposited directly by each Account Debtor shall be transferred immediately remitted to the Lockbox Account electronically. Crestmark will have sole possession no later than the next Business Day following Debtor’s receipt thereof, and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Accountif 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. Ali expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerDefault hereunder.