Common use of Lockbox and Blocked Account Clause in Contracts

Lockbox and Blocked Account. (a) Unless Lender permits Borrower to use Lender’s remote deposit system, Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) Borrower shall establish a Blocked Account for the deposit of all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrower, any Affiliate or Subsidiary of Borrower, any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower and each such Person shall promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. The financial institution with which the Blocked Account is established shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from Borrower, that such financial institution has no right to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement; provided that, so long as no Default Period is in 47 effect, payments received by Lender shall not be applied to the unmatured portion of the Tranche Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such Tranche Rate Loan and (ii) the occurrence of an Event of Default; provided further, that so long as no Default Period is in effect, the immediately available funds in such cash collateral account may be disbursed, at Borrower’s discretion, to Borrower so long as after giving effect to such disbursement, Borrower’s Availability, equals or exceeds the outstanding Revolving Loans at such time. (d) Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Blocked Account. All of such fees, costs and expenses if not paid by Borrower, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (e) All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender for application to the Obligations in accordance with the terms of this Agreement, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein.

Lockbox and Blocked Account. (a) Unless Lender permits Borrower to use Lender’s remote deposit system, Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) Box that such Borrower shall establish a Blocked Account for the deposit of all payments received by such Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote deposit system. Each Borrower shall promptly immediately deposit in the Blocked Account all other payments received by such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If any Borrower, any Affiliate or Subsidiary of BorrowerSubsidiary, any shareholder, officer, director, employee or agent of any Borrower or any Affiliate or Subsidiary of BorrowerSubsidiary, or any other Person acting for or in concert with any Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall promptly receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. . (b) The financial institution with which the Lock Box and the Blocked Account is are established shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that the amounts on deposit in such the Lock Box and Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from BorrowerBorrowers, that such financial institution has no right to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower agrees Borrowers agree that all payments made to such the Lock Box or the Blocked Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of paymentpayment to Lender), will be applied on account of the Obligations in accordance with the terms of this Agreement; provided thatprovided, that so long as no Default Period is in 47 effect, payments received by Lender shall not be applied to the unmatured portion of the Tranche LIBOR Rate Loans, but at Lender’s election either (i) shall be held in a cash collateral account maintained by Lender, Lender until the earlier of (ia) the last Business Day of the Interest Period applicable to such Tranche Rate LIBOR Loan and (iib) the occurrence of an Event of Default; provided further, that so long as no Default Period is in effect, the immediately available funds in such cash collateral account may or (ii) shall be disbursed, at Borrower’s discretion, to Borrower so long as after giving effect remitted to such disbursement, Borrower’s Availability, equals or exceeds the outstanding Revolving Loans at such timedeposit account of Borrower as Borrower may request. (d) Borrower agrees Borrowers agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Blocked Account. All of such fees, costs and expenses if not paid by BorrowerBorrowers when due, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans Advances hereunder. (e) . All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender for application to the Obligations in accordance with the terms of this AgreementLender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said such items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; thereof and (iii) to have access to any lock box or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.

Lockbox and Blocked Account. (a) Unless Lender permits Borrower to use Lender’s remote deposit system, Borrower Borrowers shall direct all of its their Account Debtors to make all payments on the Accounts directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) Borrower Borrowers shall establish a Blocked Account for the deposit of Account, into which all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote shall be deposited, and into which Borrowers will immediately deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by Borrower Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If BorrowerBorrowers, any Affiliate or Subsidiary of BorrowerSubsidiary, any shareholder, officer, director, employee or agent of Borrower Borrowers or any Affiliate or Subsidiary of BorrowerSubsidiary, or any other Person acting for or in concert with Borrower Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower Borrowers and each such Person shall promptly receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. The financial institution with which the Blocked Account is established established, if other than Lender, shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from BorrowerBorrowers, that such financial institution has no right to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower agrees . Borrowers agree that all payments made to such Blocked Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement; provided thatprovided, that so long as no Event of Default Period is in 47 effecthas occurred, payments received by Lender shall not be applied to the unmatured portion of the Tranche LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (ia) the last Business Day of the Interest Period applicable to such Tranche LIBOR Rate Loan and (iib) the occurrence of an Event of Default; provided further, that so long as no Event of Default Period is in effecthas occurred, the immediately available funds in such cash collateral account may be disbursed, at Borrower’s Borrowers’ discretion, to Borrower Borrowers so long as after giving effect to such disbursement, Borrower’s Borrowers’ Availability, equals or exceeds the outstanding Revolving Loans at such time. (d) Borrower agrees . Borrowers agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Blocked Account. All of such fees, costs and expenses if not paid by BorrowerBorrowers, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (e) . All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower Borrowers to Lender for application to the Obligations in accordance with the terms of this AgreementLender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s Borrowers’ behalf. For the purpose of this section, Borrower Borrowers irrevocably hereby makesmake, constitutes constitute and appoints appoint Lender (and all Persons designated by Lender for that purpose) as Borrower’s Borrowers’ true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; thereof and (iii) to have access to any lock box or postal box into which any of Borrower’s Borrowers’ mail is deposited, and open and process all mail addressed to Borrower Borrowers and deposited therein.

Lockbox and Blocked Account. Debtor hereby agrees to establish and maintain throughout the term of this Agreement a lock box (athe “Lock Box”) Unless Lender permits Borrower in Debtor’s name with a bank (the “Collecting Bank”) which is acceptable to use Lender’s remote deposit system, Borrower the Required Lenders (subject to irrevocable instructions acceptable to the Required Lenders as hereinafter set forth) to which all account debtors shall direct all of its Account Debtors to make directly remit all payments on the Accounts directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote accounts and in which Debtor shall immediately deposit system at any time. (b) Borrower shall establish a Blocked Account all cash payments made for the deposit inventory and other cash payments constituting proceeds of all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by Borrower on Accounts Collateral in the identical form in which such payments were receivedpayment was made, whether by cash cash, check or checkotherwise. If BorrowerIn addition, any Affiliate or Subsidiary Debtor hereby agrees to establish and maintain throughout the term of Borrower, any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower and each such Person shall promptly upon receipt thereof, shall remit this Agreement a depository account at the same Collecting Bank (or cause the same to be remitted) in kind to the “Blocked Account”). The financial institution with which the Blocked Account is established Collecting Bank shall acknowledge and agree, in a manner reasonably satisfactory to Lenderthe Required Lenders, that all payments made to the amounts on deposit in such Lock Box and the Blocked Account are the sole and exclusive property of Lender, the Agent and that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from Borrower, that such financial institution Collecting Bank has no right to of setoff against the Lock Box or the Blocked Account and that all such payments, whether by cash, check, wire transfer or against any other account maintained by instrument, made to such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender, Debtor and whether in respect of on the Accounts accounts or as Proceeds proceeds of any other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), and will be applied the sole and exclusive property of the Agent. Debtor shall irrevocably instruct the Collecting Bank to on a daily basis on each Business Day (a) transfer all payments or deposits to Debtor’s Lock Box into Debtor’s Blocked Account and (b) transfer all funds in Debtor’s Blocked Account (by way of debit, ACH debit, wire transfer or other means, as directed by Agent) to an account of the Agent at First Bank or such other bank as the Agent may from time to time specify in writing to be applied by the Agent to the payment of the Secured Obligations in accordance with such order and manner as the terms of this Agreement; provided thatRequired Lenders, so long as no Default Period is in 47 effect, payments received by Lender shall not be applied to the unmatured portion of the Tranche Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such Tranche Rate Loan and (ii) the occurrence of an Event of Default; provided further, that so long as no Default Period is in effect, the immediately available funds in such cash collateral account may be disbursed, at Borrower’s their discretion, shall elect. Debtor shall have no right to Borrower so long as after giving effect to such disbursement, Borrower’s Availability, equals or exceeds the outstanding Revolving Loans at such time. (d) Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining withdraw any funds out of the Lock Box and and/or the Blocked Account. All Debtor, and each of such feesits Affiliates, costs employees, agents and/or other Persons acting for or in concert with Debtor, shall, acting as trustee for the Agent, receive, as the sole and expenses if not paid by Borrowerexclusive property of the Agent, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunderany monies, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (e) All checks, draftsnotes, instruments drafts and any other items payments relating to and/or proceeds of payment accounts and/or other Collateral which come into the possession or Proceeds under the control of Collateral Debtor or any Affiliates, employees, agents or other Persons acting for or in concert with Debtor, and immediately upon receipt thereof, Debtor or such Persons shall be endorsed by Borrower to Lender for application to the Obligations in accordance with the terms of this Agreement, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse cause the same on Borrowerto be deposited into Debtor’s behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited thereinLock Box.

Lockbox and Blocked Account. Borrower hereby agrees to establish and maintain throughout the term of this Agreement a lock box (aa "Lock Box") Unless in Borrower's name with Mercantile Bank National Association or another bank (a "Collecting Bank") which is acceptable to Lender permits Borrower (subject to use Lender’s remote deposit system, irrevocable instructions acceptable to Lender as hereinafter set forth) to which Borrower shall direct all of its Account Debtors to make directly remit all payments on the Accounts and all lessees to directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) remit all Lease Payments and in which Borrower shall establish a Blocked Account on each Domestic Business Day deposit all cash payments made for the deposit Inventory and other cash payments constituting proceeds of all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by Borrower on Accounts Collateral in the identical form in which such payments were receivedpayment was made, whether by cash cash, check or checkotherwise. If Borrower, any Affiliate or Subsidiary Lender understands that there will be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly to the Lock Box (which notification Borrower agrees to make within three (3) Domestic Business Days after the date of Borrower, any shareholder, officer, director, employee or agent this Agreement) and the time such Account Debtors and lessees will make payments directly to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States Bank will satisfy the requirements of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateralthe immediately preceding sentence during such transition period. In addition, Borrower hereby agrees to establish and each such Person shall promptly upon receipt thereof, shall remit maintain throughout the same term of this Agreement a depository account at its Collecting Bank (or cause the same to be remitted) in kind to the a "Blocked Account"). The financial institution with which the Blocked Account is established Collecting Bank shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that all payments made to the amounts on deposit in such Lock Box and the Blocked Account are the sole and exclusive property of Lender, Lender and that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from Borrower, that such financial institution Collecting Bank has no right to of setoff against the Lock Box or the Blocked Account and that all such payments, whether by cash, check, wire transfer or against any other account maintained by instrument, made to such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender, Borrower and whether in respect of on the Accounts or the Lease Payments or as Proceeds proceeds of any other Collateral or otherwise are and will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to on a daily basis on each Domestic Business Day (except for proceeds i) transfer all payments or deposits to Borrower's Lock Box into Borrower's Blocked Account and (ii) all funds in the Blocked Account of Collateral which are required Borrower shall be transferred (by way of debit, ACH debit, wire transfer or other means, as directed by Lender) on a daily basis on each Domestic Business Day to an account of Lender at Mercantile Bank National Association or such other bank as Lender may from time to time specify in writing to be delivered applied by Lender to the holder of a Permitted Lien which is prior in right of payment), will be applied on account payment of the Secured Obligations as follows: (a) so long as no Event of Default under this Agreement has occurred and is continuing, as directed by Borrower and (b) so long as any Event of Default under this Agreement has occurred and is continuing, in accordance with the terms of this Agreement; provided such order and manner as Lender may elect. Lender agrees that, so long as no Event of Default Period and no event which with the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is in 47 effectcontinuing, payments if the application of funds received by Lender shall not be applied to from the unmatured portion Blocked Account would result in the prepayment of the Tranche Rate Loansa LIBOR Loan, but shall be held Borrower may, at its option, invest such funds in a cash collateral account maintained by Lender, at Mercantile Bank National Association (pursuant to documentation acceptable to Lender granting Lender a first priority perfected security interest in such account and the proceeds thereof) until the earlier of (i) the last Business Day expiration of the Interest Period applicable for such LIBOR Loan. Borrower shall have no right to such Tranche Rate Loan and (ii) the occurrence withdraw any funds out of an Event of Default; provided further, that so long as no Default Period is in effect, the immediately available funds in such cash collateral account may be disbursed, at Borrower’s discretion, to Borrower so long as after giving effect to such disbursement, Borrower’s Availability, equals or exceeds the outstanding Revolving Loans at such time. (d) Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and and/or the Blocked Account. All of such fees, costs and expenses if not paid by Borrower, may be paid by Lender and each of its Affiliates, employees, agents and/or other Persons acting for or in such event all amounts paid by Lender shall constitute Obligations hereunderconcert with Borrower, shall be payable to Lender by Borrower upon demandshall, andacting as trustee for Lender, until paidreceive, shall bear interest at as the highest rate then applicable to Loans hereunder. (e) All sole and exclusive property of Lender, any monies, checks, draftsnotes, instruments drafts and any other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender for application to the Obligations in accordance with the terms of this Agreement, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement payments relating to any Account and/or proceeds of Accounts, Lease Payments and/or other Collateral which come into the possession or under the control of Borrower or Goods pertaining thereto; (ii) to take control any Affiliates, employees, agents or other Persons acting for or in any manner of any item of payment or Proceeds thereof; and (iii) to have access to any lock box or postal box into which any of concert with Borrower’s mail is deposited, and open and process all mail addressed immediately upon receipt thereof, Borrower or such Persons shall cause the same to Borrower and be deposited thereininto Borrower's Lock Box on each Domestic Business Day.

Lockbox and Blocked Account. (a) Unless Lender permits Borrower to use Lender’s remote deposit system, Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to the Lock Box. Lender may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) Each Borrower shall establish a Blocked Account for the deposit of Account, into which all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote shall be deposited, and into which such Borrower will immediately deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. Borrowers’ payroll and retail deposit accounts held at Saratoga National Bank shall not be subject to the Blocked Account requirements set forth herein so long as such payroll and retail deposit accounts together shall have a balance of no more than $50,000 at any time. If a Borrower, any Affiliate or Subsidiary of BorrowerSubsidiary, any shareholder, officer, director, employee or agent of a Borrower or any Affiliate or Subsidiary of BorrowerSubsidiary, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall promptly receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. The financial institution with which the Blocked Account is established shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from such Borrower, that such financial institution has no right to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) . Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement; provided thatprovided, that so long as no Event of Default Period is in 47 effecthas occurred, payments received by Lender shall not be applied to the unmatured portion of the Tranche LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (ia) the last Business Day of the Interest Period applicable to such Tranche LIBOR Rate Loan and (iib) the occurrence of an Event of Default; provided further, that so long as no Event of Default Period is in effecthas occurred, the immediately available funds in such cash collateral account may be disbursed, at such Borrower’s discretion, to such Borrower so long as after giving effect to such disbursement, such Borrower’s Availability, equals or exceeds the outstanding Revolving Loans to such Borrower at such time. (d) . Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Blocked Account. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (e) . All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender for application to the Obligations in accordance with the terms of this AgreementLender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; thereof and (iii) to have access to any lock box or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein. Notwithstanding the foregoing, Borrowers shall not be required to comply with this Section 6.01 with respect to payments arising solely from the Borrowers’ tasting room facilities operations until three (3) Business Day after Lender provides notice to Borrowers that such compliance is required.

Lockbox and Blocked Account. (a) Unless Lender permits Borrower to use Lender’s remote deposit system, Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to the Lock Box. Lender Lxxxxx may revoke the Loan Parties’ ability to use the remote deposit system at any time. (b) Borrower shall establish a Blocked Account for the deposit of all payments received by Borrower, including payments received in the Lock Box or payments deposited through Lender’s remote deposit system. Borrower shall promptly deposit in the Blocked Account all other payments received by Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrower, any Affiliate or Subsidiary of Borrower, any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account. The financial institution with which the Blocked Account is established shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that the amounts on deposit in such Lock Box and Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from Borrower, that such financial institution has no right to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) Borrower Bxxxxxxx agrees that all payments made to such Blocked Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement; provided that, so long as no Default Period is in 47 effect, payments received by Lender shall not be applied to the unmatured portion of the Tranche Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such Tranche Rate Loan and (ii) the occurrence of an Event of Default; provided further, that so long as no Default Period is in effect, the immediately available funds in such cash collateral account may shall be disbursed, at Borrower’s discretion, to Borrower so long as after giving effect to such disbursement, Borrower’s Availability, equals or exceeds the outstanding Revolving Loans at such time. (d) Borrower Bxxxxxxx agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Blocked Account. All of such fees, costs and expenses if not paid by BorrowerBxxxxxxx, may be paid by Lender Lxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (e) All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender for application to the Obligations in accordance with the terms of this AgreementLender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on BorrowerBxxxxxxx’s behalf. For the purpose of this section, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein.