Common use of Lockbox Clause in Contracts

Lockbox. Except as otherwise set forth below, Borrower shall, prior to disbursement of any Loans, and at all times thereafter, 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, prior to disbursement of any Loans, and at all times thereafter, 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. 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 any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower.

Lockbox. Except (a) Effective as otherwise set forth belowof April 11, Borrower shall, prior to disbursement of any Loans, 2005 and at all times thereafter, immediately deposit any Borrowers shall maintain an account at Bank (the “Lock Box Account”) into which all funds received by a Borrower from any source (including without limitation shall immediately be deposited. Borrowers shall direct 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, prior to disbursement of any Loans, and at all times thereafter, direct its Account Debtors customers to mail or deliver all checks or other forms of payment for amounts owing to a Borrower to a post office box designated by Lender (the “Lockbox”)Bank, over which Lender Bank 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 Bank shall collect the mail delivered to the Lockboxsuch post office box, 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 Lock Box Account. Borrower Borrowers shall direct all customers or other persons owing money to a Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Lock Box Account. Borrower Borrowers shall hold in trust for Lender Bank all amounts that a Borrower receives despite the directions to make payments to the Cash Collateral post office box or Lock Box Account, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral Lock Box Account. Each Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Lock Box Account any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender No Borrower shall establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from 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 held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower Borrowers nor any person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Lock Box Account, which shall be under the sole control of Lender. Lender Bank. (b) Bank may apply amounts held in the Cash Collateral Lock Box Account to the outstanding balance of the Obligations on a daily basis. Lender 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. Bank may from time to time in its discretion make Loans Advances to Borrower Borrowers to cover checks or other items or charges that which a Borrower has drawn or made against its operating account (the “such Operating Account”) Account or to cause payment of amounts principal, interest, fees, or other charges due and payable by Borrowers under the Loan Documents. Each Borrower hereby irrevocably requests and authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such checks, items, and other charges then presented. Borrowers acknowledge and agree that the making of such Advances pursuant to this Section shall, such Loans to in each case, be subject in all respects to the terms 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 this Section by entry of credits to the Operating Account or otherwise shall, for all purposes of this Agreement and the other Loan Documents, be treated as though and deemed to be an Advance made pursuant directly to a request from 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. Except Borrower will direct all Account Debtors and any other person or party that is liable to the Borrower (collectively a “Debtor”) to mail or send all payments due Borrower to the account (“Lockbox Account”) at the bank identified on the Schedule as otherwise set forth below, the Lockbox Bank. If notwithstanding the notice to the Debtors Borrower shall, prior to disbursement of any Loans, and at all times thereafter, immediately deposit receives any funds received by from a Debtor, including but not limited to any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral whether derived in the ordinary course of business or not, or if Borrower from receives any source (including without limitation all proceeds of Accounts insurance, tax refunds or any 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 funds of any Loanskind, Borrower must hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and at all times thereaftershall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, direct its Account Debtors the checks will be sent 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 LockboxLockbox Account, and thereafter Borrower shall at all times maintain if the Lockbox with Lender in accordance with funds are received electronically, 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 will be transferred to the Cash Collateral Lockbox Account electronically. Crestmark will have sole control over the Lockbox Account. The Lockbox Bank will process all deposits and 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 has no right to the Cash Collateral Lockbox Account, it belongs to Crestmark. Borrower shall hold in trust for Lender gives Crestmark an irrevocable Power of Attorney which is coupled with an interest to endorse all amounts that Borrower receives despite the directions to make payments items delivered to the Cash Collateral Lockbox Account with Borrower’s name. Crestmark is the owner of all deposits in the Lockbox Account, and immediately deliver such payments has no duty as to Lender in their original form collection or protection of funds 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 long as it is not grossly negligent or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrowercommits actual fraud.

Lockbox. Except (a) On or before the first Drawdown Date, the Borrower 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 of its customers and account debtors to make all payments to the Lockbox of all accounts receivable of the Borrower, including but not limited to Accounts as otherwise set forth belowdefined in the Security Agreement. Any payments received directly by the Borrower from their customers or account debtors will be deposited immediately in the Lockbox. Until an Event of Default shall have occurred, the Borrower shall, prior shall have the right to disbursement 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 Loansamounts due and outstanding under this Credit Agreement or the Notes. (b) On each Interest Payment Date, the Maturity Date, and at all times thereafter, immediately deposit each day on which any funds received by commitment fee or letter of credit fee is payable and only in the event that the Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into has failed to make 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 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 of this Credit Agreement and the Cash Collateral AccountNotes, all funds received by Borrower from amounts in the Lockbox (including interest accrued), shall be used first to pay interest due on such Interest Payment Date, second to pay any source shall immediately be directed commitment fee or letter of credit fee due on such date and third to repay the principal amount outstanding on the Notes which is due and payable to the LockboxLenders on such date. Lender shall collect the mail delivered to the LockboxAfter such payments have been made, open such mail, and endorse and credit all items to the Lockbox. All other funds flowing through in the Lockbox shall automatically be transferred released to the Cash Collateral Account. Borrower Borrower. (c) The Lockbox 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, terminate 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 otherwise. Lender remaining in it shall have all right, title and interest in be paid the Borrower upon the fulfillment of all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower's Obligations.

Lockbox. Except as otherwise set forth belowin the Loan Agreement, Borrower shall, prior to disbursement of any Loans, and shall at all times thereafter, 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, prior to disbursement of any Loans, and shall at all times thereafter, 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. Prior to disbursement Within 15 days of any Loansthe 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, 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 any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower.

Lockbox. Except as otherwise set forth below, Borrower shall, prior to disbursement of any Loans, and shall at all times thereaftertimes, immediately 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 Borrower’s 's name (the “"Cash Collateral Account”"), over which Lender shall have exclusive and unrestricted access. Borrower shall, prior to disbursement of any Loans, and shall at all times thereafter, 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. Prior to disbursement of any Loans, Borrower shall establish 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 immediately be directed to the Lockbox, as promptly as practicable after receipt. 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 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 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, 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 otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower.

Lockbox. Except as otherwise set forth below, Borrower shall, prior shall maintain a lockbox account (the “Lockbox Account”) with a bank acceptable to disbursement of any LoansAgent (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 collections of Accounts and receivables of Borrower, its Subsidiaries and/or Guarantors and proceeds of all other Collateral are paid and delivered directly from Account Debtors and other 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 immediately, and on a daily basis thereafter, immediately deposit any transfer all funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) paid into the Lockbox Account into a cash collateral depository account maintained by Agent 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 to mail or deliver all checks or other forms of payment for amounts owing such bank as Agent may communicate 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 any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 drawn or made against its operating account (the “Operating 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 or any Guarantor or Affiliate of Borrower, such collections and proceeds (“Trust Collections”) or 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 cause payment the Lockbox Bank for immediate transfer to the Lockbox Account; provided, however, upon written request of amounts due under Agent after the Loan Documentsoccurrence and during the continuance of an Event of Default, such collections and proceeds will be immediately remitted (and in any event within two (2) Business Days) in the form received to the Concentration Account. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans to be subject to acknowledges and agrees that compliance with the terms of this Section 4.17 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law, at equity or otherwise, upon each and every such failure Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Base Rate or LIBOR for purposes of 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 as though made pursuant shall prevent Agent from considering any failure to comply with the terms of this Section 4.17 to be a request 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 Guarantors shall direct all collections or proceeds it receives on Accounts or receivables or from BorrowerCollateral to the account(s) and in the manner specified by Agent in its sole discretion.

Lockbox. Except as otherwise set forth belowThe Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower shallshall direct, prior to disbursement of any Loansand/or Lender may advise, and at all times thereafter, 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, prior to disbursement of any Loans, and at all times thereafter, direct its Account Receivable Debtors to mail or deliver all checks or other forms of payment for amounts owing Remittances to Borrower to a the post office box designated by Lender (the “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”), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall establish the Lockbox, be responsible for all fees and thereafter Borrower shall at all times maintain charges assessed by Lender in connection with its operation of the Lockbox with Lender and/or by its bank pursuant to the Lockbox Agreement. Remittances received in accordance with the terms hereof. Except for funds a Lockbox shall be deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed Account and disbursed to Lender pursuant to the Lockbox. Lockbox Agreement, and Lender shall collect apply such Remittances toward payment of the mail delivered Obligations, whether or not then due, in such order of application as Lender may determine, or Lender may release all or any of such balance to Borrower; provided, however, for purposes of computing interest on the Lockboxoutstanding principal of the Revolving Credit Loan, open principal paydowns shall be deemed to have been made after the elapse of the number of Float Days set forth on the Term Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such mailRemittances with any of its other funds or property, but will hold same separate and apart from its own funds or property, 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 until delivery is made 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 otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower’s bank.

Lockbox. Except (a) The Borrower shall instruct all 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 otherwise set forth below, Borrower shall, prior to disbursement the property of the Lender and shall not commingle such property with any Loansof its other funds or property. All items received in the Lockbox shall be deposited in the Lender’s Account, and at all times thereafter, immediately deposit any funds received by Borrower from any source (including without limitation all shall constitute proceeds of Accounts Collateral and all other Collateralshall not constitute payment of the Indebtedness. (b) into a cash collateral account 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 item, or such bank at Lender in its discretion may charge any uncollected item to the 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 to mail or deliver all checks commercial account 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 accessaccount. Prior to disbursement of any Loans, The Borrower shall establish be liable as an endorser on all items deposited in the LockboxLender’s Account, and thereafter Borrower shall at all times maintain whether or not in fact endorsed by the Lockbox with Borrower. (c) The Lender will apply payments deposited in the Lender’s Account from time to time (subject to final collection) against the Indebtedness in accordance with the terms hereofBorrower’s instructions. Except for funds If any item 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 any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Lender’s Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount fromis returned unpaid, the Cash Collateral Account, which shall application of such item by the Lender will be under the sole control of Lender. 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 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 Operating Account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrowerreversed.

Lockbox. Except as otherwise set forth below(a) Within sixty (60) days of the Closing Date, Borrower shall, prior to disbursement of any Loans, shall establish an account at Bank (the “Lockbox”) and shall maintain thereafter at all times thereafter, immediately deposit any such Lockbox into which all 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 accessimmediately be deposited. Borrower shall, prior to disbursement of any Loans, and at shall direct all times thereafter, direct its Account Debtors customers 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”)Bank, over which Lender Bank 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 All funds received by Borrower from any source shall immediately be directed to the Lockbox. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, 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 AccountLockbox. Borrower shall hold in trust for Lender Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Accountpost office box or Lockbox, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral AccountLockbox. Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Account Lockbox any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender Borrower shall not establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from which all funds are transferred on a daily basis to the Lockbox. Bank shall have all right, title and interest in 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. Bank shall have 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 use of, or any right to withdraw any amount from, the Cash Collateral AccountLockbox, which shall be under the sole control of LenderBank. Lender 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. Lender 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. Bank may from time to time in its discretion make Loans Advances to Borrower Borrowers to cover checks or other items or charges that a Borrower has drawn or made against its operating account (the “Operating Account”) Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans Advances to be subject to the terms of this Agreement as though through made pursuant to a request from BorrowerPayment/Advance Form delivered by Borrowers.

Lockbox. Except as otherwise set forth below, (a) Borrower shall, prior to disbursement of any Loans, and shall maintain at all times thereafter, immediately deposit any an account at Bank (the “Lockbox”) into which all 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 accessimmediately be deposited. Borrower shall, prior to disbursement of any Loans, and at shall direct all times thereafter, direct its Account Debtors customers 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”)Bank, over which Lender Bank 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 All funds received by Borrower from any source shall immediately be directed to the Lockbox. Lender Bank shall collect the mail delivered to the Lockboxsuch post office box, 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 AccountLockbox. Borrower shall hold in trust for Lender Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Accountpost office box or Lockbox, and immediately deliver such payments to Lender Bank in their original form as received from the payorcustomer, with proper endorsements for deposit into the Cash Collateral AccountLockbox. Borrower irrevocably authorizes Lender Bank to transfer to the Cash Collateral Account Lockbox any funds that have been deposited into any other accounts or that Lender Bank has received by wire transfer, check, cash, or otherwise. Lender Borrower shall not establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from which all funds are transferred on a daily basis to the Lockbox. Bank shall have all right, title and interest in 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. Bank shall have 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 use of, or any right to withdraw any amount from, the Cash Collateral AccountLockbox, which shall be under the sole control of LenderBank. Lender 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. Lender 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. Bank may from time to time in its discretion make Loans Advances to Borrower Borrowers to cover checks or other items or charges that a Borrower has drawn or made against its operating account (the “Operating Account”) Account or to cause payment of amounts due under the Loan Documents. Each Borrower authorizes Lender Bank to make such Loans Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Loans Advances to be subject to the terms of this Agreement as though through made pursuant to a request from BorrowerPayment/Advance Form delivered by Borrowers.