Common use of Lockbox Clause in Contracts

Lockbox. (i) At any time after the occurrence and during the continuance of an Event of Default, the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Lockbox. (i) At Borrowers shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any time after purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuance continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Accounts, on any Buy Back Agreement or as proceeds of any other Collateral Account (each as defined below)or otherwise, under will be the sole dominion and control exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts Liabilities. So long as no Default or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have has occurred and be is continuing, Borrowers shall be entitled to direct the Borrower Parties shall direct use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all Account Debtors to make payments on received through the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable special account to the Secured Party Liabilities. Each Borrower, its Subsidiaries and over which any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the Secured Party shall have sole control and authority (to exclusive property of Agent for the extent permitted by applicable law) pursuant to documentation in form benefit of Agent and substance satisfactory to the Secured Party (the “Lockbox”). ThereafterLenders, if any monies, checks, notes, drafts or any other payment for payments relating to or proceeds of the Accounts, Buy Back Agreements or other Collateral shall which come into the their possession or under the their control of the Borrower Partiesand immediately upon receipt, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit the same or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purposeAgent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and such moniesseverally, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for to Agent any and all reasonable fees, costs and expenses (if any) which the Secured Party reasonably Agent incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox special account and depositing for collection by the Secured Party Agent any monies, checks, notes, drafts check or other items item of payment received and/or or delivered to Agent on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawLiabilities.

Lockbox. (ia) At any Bank shall require Borrower to establish a lockbox under the control of Bank to which Account Debtors shall forward all payments on Accounts and other Collateral. Borrower shall pay all of Bank’s standard fees and charges in connection with such lockbox arrangement as such fees and charges may change from time to time. Borrower shall notify Account Debtors on the Accounts to forward payments on the Accounts to the lockbox; provided, however, that after an event or condition has occurred which but for notice or the occurrence and during the continuance passage of time, or both, would constitute an Event of Default, that Bank shall have the Borrower Parties shall cooperate with right to directly contact Account Debtors at any time to ensure that payments on the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (Accounts are directed to the extent permitted lockbox. All payment items received by applicable law), into which monies, checks, notes, drafts or Borrower on Accounts and sale of Inventory and other payment for or proceeds of the Collateral shall be paid held by Borrower in trust for Bank and not commingled with Borrower’s funds and shall be deposited promptly by Borrower to the lockbox. All such items shall be the exclusive property of Bank upon the earlier of the receipt thereof by Bank or by Borrower. Borrower hereby grants to Bank a security interest in and lien upon all items and balances held in the lockbox as set forth in clause (ii) belowcollateral for the Indebtedness. (iib) If an Event of Default shall have occurred Borrower hereby irrevocably appoints Bank (and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons duly authorized Person designated by the Secured Party for that purpose, Bank) as the Borrower Parties’ true and lawful attorney and agentBorrower’s attorney-in-fact to take endorse Borrower’s name on any checks, drafts, money orders or other media of payment which come into Bank’s possession or control; this power being coupled with an interest is irrevocable so long as any of the Indebtedness remain outstanding. Such endorsement by Bank under power of attorney shall, for all purposes, be deemed to have been made by Borrower (prior to any subsequent endorsement by Bank) in negotiation of the item. Bank will not exercise such actions following power of attorney until after an event or condition has occurred which but for notice or the occurrence and during the continuance passage of time, or both, would constitute an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iiic) The Borrower Parties For the purpose of calculating interest due under this Agreement, payment items received into the lockbox shall execute all documents requested be deemed applied by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered Bank on account of the Secured ObligationsLoan as collected and cleared by Bank, subject to chargebacks for uncollected payment items. The rights No payment item received by Bank shall constitute payment to Bank until such item is actually collected by Bank and remedies herein provided are cumulativecredited to the lockbox; provided, may be exercised singly or concurrently and are not exclusive however, Bank shall have the right to charge back to the lockbox any item which is returned for inability to collect, plus accrued interest during the period of any other rights or remedies provided by lawBank’s provisional credit for such item prior to receiving notice of dishonor.

Lockbox. (iA) At any time after the occurrence and during the continuance Upon request of an Event of DefaultLender, the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party Lender shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form a Lockbox Agreement between Borrower and substance satisfactory to the Secured Party Lender (the “Lockbox”). Thereafter, if If any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of Borrower, or any of its shareholders, directors, officers, employees, agents or those Persons acting for or in concert with Borrower, Borrower shall receive same as the Borrower Parties, the Borrower Parties shall hold same in trust sole and exclusive property of Lender and as trustee for Secured PartyLender, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party Lender or to any agent or agents appointed by Secured Party Lender for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the “Cash Collateral Account” (hereinafter defined), unless the Secured Party Lender shall otherwise elect. Following the occurrence and during the continuance of an Event of DefaultLender, the Secured Party maynow or at any time or times hereafter, in its sole discretion, may take control of and endorse the Borrower Parties’ name(s) Borrower’s name to any of the items of payment or proceeds described in this Section 164.5. For the purposes of this sectionSection, the Borrower Parties irrevocably, hereby makemakes, constitute constitutes and appoint the Secured Partyappoints Lender, and all persons designated by the Secured Party Lender for that purpose, as the Borrower Parties’ Borrower’s true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Defaultactions. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party Lender shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party Lender (the “Cash Collateral Account”) over which the Secured Party Lender has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party Lender to the Secured ObligationsLiabilities. (iiiB) The Borrower Parties shall execute all documents requested by the Secured Party Lender with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party to Lender promptly upon demand for any and all fees, costs and expenses which the Secured Party Lender reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party Lender any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawLiabilities.

Lockbox. While any of the Borrower's Obligations or the Debtor's Obligations remain outstanding, or the Bank has any obligation under the Loan Agreement, the Debtor shall maintain a post office box which will be under the exclusive control of the Bank (ithe "Lockbox") At into which the Debtor shall cause all payments of any time after of the Debtor's Receivables (other than intercompany Receivables prior to the occurrence and during the continuance of an Event of Default) and Documents to be made, and the Borrower Parties Debtor shall cooperate indicate on all invoices and other correspondence with Account Debtors (other than intercompany Account Debtors) to make all payments to the Secured Party to establish Debtor in care of the Lockbox and Cash Collateral Account (each hereby appoints the Bank, as defined below)the Debtor's true and lawful attorney-in-fact to receive all incoming mail, under the sole dominion open all such mail, remove all collections and control remittances therefrom in payment of or on account of any of the Secured Party (Debtor's Receivables and Documents and use the Bank's reasonable efforts to forward all other mail so received to the extent permitted Debtor's place of business. Any Proceeds of Collateral received by applicable law)the Debtor, into which moniesincluding, checkswithout limitation, notes, drafts or payments on Receivables (other payment for or proceeds of the Collateral shall be paid than intercompany Receivables so long as set forth in clause (ii) below. (ii) If an there exists no Event of Default shall have occurred Default, it being understood and be continuing, the Borrower Parties shall direct all Account Debtors to make agreed that any such payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if intercompany Receivables will be treated as any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following Receivable after the occurrence and during the continuance of an Event of Default) and Documents and other payments from sales or leases of Inventory, shall be held by the Debtor in trust for the Bank in the same medium in which received, shall not be commingled with any assets of the Debtor, and shall be delivered immediately to the Bank. The Debtor agrees to pay to the Bank promptly when billed the Bank's standard fees for operating the Lockbox. The Debtor hereby grants, bargains, conveys and sets over to the Bank a security interest in and lien upon the Lockbox, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this sectionRestricted Account, the Borrower Parties irrevocably, hereby make, constitute Debtor's Account and appoint any other account established by the Secured PartyDebtor with the Bank or any affiliate thereof, and all persons designated by cash and any other assets at any time hereafter contained therein. Amounts received in the Secured Party for that purposeLockbox shall be deposited upon collection into the Restricted Account, and the Bank will apply all amounts so received against the Borrower's Obligations or the Debtor's Obligations on a daily basis, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligationscollected. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Lockbox. (ia) At any time after On or before the occurrence 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 during lockbox (the continuance "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 defined 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 DefaultDefault shall have occurred, the Borrower Parties shall cooperate with have the Secured Party right to establish transfer from the Lockbox and Cash Collateral Account (each as defined below), under any amounts in the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If Lockbox. After an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation amounts in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall may be applied by the Secured Party to Agent for the Secured Obligationsbenefit of the Lenders in payment of any amounts due and outstanding under this Credit Agreement or the Notes. (iiib) On each Interest Payment Date, the Maturity Date, and each day on which any commitment fee or letter of credit fee is payable and only in the event that the Borrower has failed to make a payment in accordance with the terms of this Credit Agreement and the Notes, all amounts in the Lockbox (including interest accrued), shall be used first to pay interest due on such Interest Payment Date, second to pay any 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 Lenders on such date. After such payments have been made, all other funds in the Lockbox shall be released to the Borrower. (c) The Lockbox shall terminate and any funds remaining in it shall be paid the Borrower Parties shall execute upon the fulfillment of all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Borrower's Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Lockbox. Borrower shall cause all account debtors to wire any amounts owing to Borrower to such account (ithe “Bancontrol Account”) At any time after as Bank shall specify, and to mail all payments made by check to a post office box under Bank’s control. All invoices shall specify such post office box as the occurrence and during the continuance of an Event of Default, the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party address. Bank shall have sole control authority to collect such payments and authority (deposit them to the extent permitted by applicable law) pursuant Bancontrol Account. If Borrower receives any amount despite such instructions, Borrower shall immediately deliver such payment to documentation Bank in the form and substance satisfactory received, except for an endorsement to the Secured Party (the “Lockbox”). Thereafterorder of Bank and, if any moniespending such delivery, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same such payment in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to Bank. Two Business Days after clearance of any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notesBank, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control credit any amounts paid into the Bancontrol Account first against any amounts outstanding under the Revolving Line, and then, any remaining balance of and endorse the Borrower Parties’ name(s) such amount shall be credited to any Borrower’s operating account maintained at Bank. Bank may, at its option, conduct a credit check of the items Account Debtor for each Eligible Account requested by Borrower for inclusion in the Borrowing Base. Bank may also verify directly with the respective account debtors the validity, amount and other matters relating to the Eligible Accounts, and notify any account debtor of payment or proceeds described Bank’s security interest in the Borrower’s Accounts. 4. Unless otherwise defined, all initially capitalized terms in this Section 16Amendment shall be as defined in the Agreement. For The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the purposes execution, delivery, and performance of this sectionAmendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purposeAgreement, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable in effect prior to the Secured Party (date hereof. Borrower ratifies and reaffirms the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute continuing effectiveness of all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges agreements entered into in connection with the opening Agreement. 5. Borrower represents and maintaining warrants that the representations and warranties contained in the Agreement are true and correct as of the Cash Collateral Account date of this Amendment, and that no Event of Default (other than the Lockbox Covenant Defaults) has occurred and depositing for collection is continuing. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by the Secured Party any moniesfacsimile transmission or by e-mail delivery of a “.pdf” format data file, checks, notes, drafts or other items of payment received and/or delivered on account such signature shall create a valid and binding obligation of the Secured Obligationsparty executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. The rights Notwithstanding the foregoing, Borrower shall deliver all original signed documents no later than ten (10) Business Days following the date of execution. 7. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and remedies herein provided are cumulativesubstance satisfactory to Bank, the following: (a) this Amendment, duly executed by Borrower; (b) payment of a waiver fee of $1,500; (c) payment of all Bank Expenses incurred through the date of this Amendment; and (d) such other documents, and completion of such other matters, as Bank may be exercised singly reasonably deem necessary or concurrently and are not exclusive of any other rights or remedies provided by lawappropriate.

Lockbox. (i) At Borrowers shall maintain a special account as a lockbox in Borrowers’ name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any time after purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuance continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Accounts, on any Buy Back Agreement or as proceeds of any other Collateral Account (each as defined below)or otherwise, under will be the sole dominion and control exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts Liabilities. So long as no Default or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have has occurred and be is continuing, Borrowers shall be entitled to direct the Borrower Parties shall direct use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all Account Debtors to make payments on received through the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable special account to the Secured Party Liabilities. Each Borrower, its Subsidiaries and over which any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the Secured Party shall have sole control and authority (to exclusive property of Agent for the extent permitted by applicable law) pursuant to documentation in form benefit of Agent and substance satisfactory to the Secured Party (the “Lockbox”). ThereafterLenders, if any monies, checks, notes, drafts or any other payment for payments relating to or proceeds of the Accounts, Buy Back Agreements or other Collateral shall which come into the their possession or under the their control of the Borrower Partiesand immediately upon receipt, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit the same or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purposeAgent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and such moniesseverally, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for to Agent any and all reasonable fees, costs and expenses (if any) which the Secured Party reasonably Agent incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox special account and depositing for collection by the Secured Party Agent any monies, checks, notes, drafts check or other items item of payment received and/or or delivered to Agent on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawLiabilities.

Lockbox. (ia) At any time after the occurrence and during the continuance of Borrower shall maintain at all times an Event of Default, the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party account at Bank (the “Lockbox”)) into which all funds received by Borrower from any source shall immediately be deposited. Thereafter, if any monies, checks, notes, drafts Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall direct all customers or proceeds other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Collateral shall come into the possession or under the control of the Lockbox. Borrower Parties, the Borrower Parties shall hold same in trust for Secured PartyBank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lockbox. Borrower Parties shall remit or cause the same irrevocably authorizes Bank to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited transfer to the Cash Collateral AccountLockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, unless check, cash, or otherwise. Borrower shall not establish or maintain any accounts with any Person other than Bank except for accounts opened in the Secured Party ordinary course of business from which all funds are transferred on a daily basis to the Lockbox. Bank shall otherwise elect. Following the occurrence have all right, title and during the continuance of an Event of Default, the Secured Party may, interest in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any all of the items of payment or proceeds described from time to time in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute Lockbox and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. their proceeds. (b) All such items of payment or proceeds received funds flowing through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, automatically be deposited transferred into a cash collateral account maintained with an institution acceptable to the Secured Party 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 Secured Party has sole control and authority (items from time to time flowing through the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the Lockbox and agrees use of, or any right to pay withdraw any amount from, the Secured Party promptly upon demand for any and Lockbox, which shall be under the sole control of Bank. Borrower shall direct all fees, costs and expenses which customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Secured Party reasonably incurs or that the relevant third party institution customarily charges Cash Collateral Account (c) Bank may apply amounts held in connection with the opening and maintaining of the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”). Unless an Event of Default has occurred and is continuing, after Bank applies any amounts in the Lockbox and depositing for collection by Cash Collateral Account to the Secured Party any moniesObligations, checks, notes, drafts Bank shall transfer the balance to the Operating Account. Bank may from time to time in its discretion make Advances to Borrowers to cover checks or other items or charges that a Borrower has drawn or made against the Operating Account or to cause payment of payment received and/or amounts due under the Loan Documents. Each Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Advances to be subject to the terms of this Agreement as through made pursuant to a Payment/Advance Form delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawBorrowers.

Lockbox. Borrower and Guarantors agree to the following provisions regarding production proceeds attributable to their oil and gas properties: (ia) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). Contemporaneously with the execution of this Agreement, Guarantors will sign and deliver to Lender letters in lieu of transfer orders to all purchasers of production directing those parties to pay all proceeds attributable to Guarantors’ interest in the Properties to the Lockbox Account and will provide a schedule with the name, address, telephone number, and contact of the first purchaser of production for all of the oil and gas properties. (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrowers or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At any time after the occurrence and during the continuance of an Event of DefaultBorrower’s request, the Borrower Parties shall cooperate with the Secured Party to establish production proceeds in the Lockbox Account may be used to pay operating expenses, general and Cash Collateral Account administrative expenses (each as defined subject to the limits below), under capital expenditures, and transaction costs related to the sole dominion and control sale of the Secured Party Sale Properties, including broker fees, if any, due prior to closing, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, capital expenditures, or transaction costs exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two business days prior to the extent permitted date on which Borrower proposes to pay such operating expenses, general and administrative expenses, capital expenditures, and transaction costs and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by applicable law)Lender, into which monies, checks, notes, drafts or other in its discretion. (e) All sums remaining in the Lockbox Account after payment for or proceeds of the Collateral shall taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be paid applied by Lender on the last day of each month to the Revolving Note and collection costs as set forth in clause Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (ii10) belowdays of notice from Lender of such shortfall. (iif) If an Event Notwithstanding the provisions of Default Subsection (t) of Section 8 of the Loan Agreement, Borrower and Guarantors shall have occurred not permit cash general and be continuing, the Borrower Parties shall direct all Account Debtors administrative expenses on a consolidated basis to make payments on the Borrower Parties’ Accounts directly into a lockbox established exceed $150,000.00 (excluding broker fees as approved by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). ThereafterLender, if any moniesany, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same due prior to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and closing) per month during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes term of this sectionAgreement; provided, the Borrower Parties irrevocablyhowever, hereby make, constitute that general and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance administrative expenses in excess of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, this monthly limit may be exercised singly or concurrently accrued and are not exclusive of any other rights or remedies provided by lawpaid only after the Revolving Loan and Hedge Liabilities have been paid in full.

Lockbox. (i) At Borrowers shall maintain a special account as a lockbox in Borrowers’ name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any time after purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuance continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Accounts, on any Buy Back Agreement or as proceeds of other Collateral Account (each as defined below)or otherwise, under will be the sole dominion and control exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts Liabilities. So long as no Default or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default has shall have occurred and be continuing, Borrowers shall be entitled to direct the Borrower Parties shall direct use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all Account Debtors to make payments on received through the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable special account to the Secured Party Liabilities. Each Borrower, its Subsidiaries and over which any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the Secured Party shall have sole control and authority (to exclusive property of Agent for the extent permitted by applicable law) pursuant to documentation in form benefit of Agent and substance satisfactory to the Secured Party (the “Lockbox”). ThereafterLenders, if any monies, checks, notes, drafts or any other payment for payments relating to or proceeds of the Accounts, Buy Back Agreements or other Collateral shall which come into the their possession or under the their control of the Borrower Partiesand immediately upon receipt, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit the same or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purposeAgent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and such moniesseverally, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for to Agent any and all reasonable fees, costs and expenses (if any) which the Secured Party reasonably Agent incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox special account and depositing for collection by the Secured Party Agent any monies, checks, notes, drafts check or other items item of payment received and/or or delivered to Agent on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawLiabilities.

Lockbox. (ia) At Borrower agrees that immediately upon Bank's request (whether or not any time after the occurrence and during the continuance of an Event of Default, the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default exists), Borrower shall at their sole expense establish and maintain (and Bank, at Bank's option, may establish and maintain at Borrower's expense: (a) a United States Post Office lock box (the "Lock Box") to which Bank shall have occurred exclusive access and control. Borrower expressly authorizes Bank, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable remitted to the Secured Party Lock Box, and over Borrower shall include a like statement on all invoices, and (b) a non-interest bearing deposit account with Bank which the Secured Party shall be titled as designated by Bank ("Cash Collateral Account") to which Bank shall have sole control exclusive access and authority (control. Borrower agrees to the extent permitted notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral electronic funds transfer shall be credited remitted to the Cash Collateral Account, unless the Secured Party and Borrower, at Bank's request, shall otherwise electinclude a like statement on all invoices. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested and authorization as required by bank to establish and maintain the Secured Party with respect Lock Box and the Cash Collateral. (b) All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account and or otherwise delivered by or for the Lockbox and agrees benefit of Borrower to pay Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, (i) be applied to the Secured Party promptly upon demand for any and all fees, costs and expenses which payment of the Secured Party reasonably incurs Obligations in such order or that the relevant third party institution customarily charges at such time of application as bank may determine in connection with the opening and maintaining of its sole discretion; or (ii) be deposited to the Cash Collateral Account and the Lockbox and depositing Account. Borrower agrees that Bank shall not be liable for collection by the Secured Party any monies, checks, notes, drafts loss or other damage which Borrower may suffer as a result of Bank's processing or items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive its exercise of any other rights or remedies provided under this Agreement, including without limitation indirect, special or consequential damages, loss of revenue of profits, or any claim, demand or action by lawany third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or action, and all related expenses or liabilities, including, without limitation, attorneys' fees and costs. (c) Borrower acknowledges and agrees that while the Bank is not requesting that a Lock Box be established at this time (although it reserves its right to do so in the future), the bank is requesting that the Cash Collateral Account be established at this time as security for the payment of the Obligations and that any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt be transmitted and delivered to Bank (property endorsed, where required so that such items may be collected by Bank) and deposited into the Cash Collateral Account. All electronic funds transfers shall be made into the Cash Collateral Account. Any items received by Borrower shall not be commingled with any other of Borrower" funds or property, but shall be held separate and apart form Borrower" own funds or property, and upon express trust for the benefit of the Bank until delivery thereof is made to Bank. As long as an Event of Default has not occurred, Borrower may have access to the Cash Collateral Account for the payment of obligations arising in the ordinary course of business.

Lockbox. (i) At Borrowers shall establish a special account as a lockbox in Borrowers' name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any time after purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuance continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Borrower Parties shall cooperate with the Secured Party to establish the Lockbox and Cash Accounts, on any Buy Back Agreement or as proceeds of other Collateral Account (each as defined below)or otherwise, under will be the sole dominion and control exclusive property of Agent for the benefit of Agent and the Lenders and will be applied on account of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts Liabilities. So long as no Default or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default has shall have occurred and be continuing, Borrowers shall be entitled to direct the Borrower Parties shall direct use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent's receipt of good funds, Agent will credit (conditional upon final collection) all Account Debtors to make payments on received through the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable special account to the Secured Party Liabilities. Each Borrower, its Subsidiaries and over which any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the Secured Party shall have sole control and authority (to exclusive property of Agent for the extent permitted by applicable law) pursuant to documentation in form benefit of Agent and substance satisfactory to the Secured Party (the “Lockbox”). ThereafterLenders, if any monies, checks, notes, drafts or any other payment for payments relating to or proceeds of the Accounts, Buy Back Agreements or other Collateral shall which come into the their possession or under the their control of the Borrower Partiesand immediately upon receipt, the Borrower Parties shall hold same in trust for Secured Party, and the Borrower Parties shall remit the same or cause the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purposeAgent, at Agent's address set forth in Section 10.10. Borrowers agree, jointly and such moniesseverally, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay the Secured Party promptly upon demand for to Agent any and all reasonable fees, costs and expenses (if any) which the Secured Party reasonably Agent incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox special account and depositing for collection by the Secured Party Agent any monies, checks, notes, drafts check or other items item of payment received and/or or delivered to Agent on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawLiabilities.

Lockbox. (ia) At any time after On or before the occurrence and during tenth (10th) day following the continuance assignment of an Event of DefaultAssigned Lease to the Lender, the Borrower Parties shall cooperate with notify each obligor of the Secured Party Assigned Lease of the Lender's security interest in the Assigned Lease created pursuant to establish the Assignment and direct each obligor to remit all future payments or other amounts provided in such Assigned Lease directly to a post office box designated by the Lender (the "Lockbox"). The Borrower may, from time to time, direct particular obligors of Assigned Leases to remit specific payments directly to the Borrower as part of the Borrower's usual and customary procedures for collecting payments from obligors whose payments are or have been paid late or otherwise require special handling or attention as a collection matter. (b) If any Unmatured Default or Event of Default has occurred and is continuing, the Lender may, at its option, have sole access to, and control and power of withdrawal over the Lockbox and Cash Collateral Account use the proceeds from any payments collected through the Lockbox, beginning twenty- four (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts 24) hours after such Unmatured Default or other payment for or proceeds of the Collateral shall be paid as set forth in clause (ii) below. (ii) If an Event of Default shall have occurred and be while it is continuing, the Borrower Parties shall direct all Account Debtors to make payments on the Borrower Parties’ Accounts directly into a lockbox established by the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Thereafter, if satisfy any monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall come into the possession or under the control Indebtedness of the Borrower Partiesto the Lender. In the event of such satisfaction, the Borrower Parties Lender shall hold same in trust for Secured Partycredit the proceeds as payment of the Revolving Credit, the Draw Facility Notes, and other Indebtedness first to reasonable costs incurred by Lender, then to interest, then to principal, but otherwise, as the Lender may desire, in its discretion. Any credit given to the Borrower Parties in cash or solvent credit for the conditional upon final payment to the Borrower in cash or solvent credit for the items, and if any item is not paid the amount of any credit given for it shall remit be charged to the Borrower whether or cause not the same to be remitted, in kind, to Secured Party or to any agent or agents appointed by Secured Party for that purposeitem is returned, and such monies, checks, notes, drafts or other payment for or proceeds amount shall be a part of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 16. For the purposes of this section, the Borrower Parties irrevocably, hereby make, constitute and appoint the Secured Party, and all persons designated obligations secured by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account Security Agreement and the Lockbox and agrees to pay the Secured Party promptly upon demand for any and all fees, costs and expenses which the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Secured Party any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Secured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by lawGuaranty Agreement.