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. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (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"). (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 Borrower 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 in Section 15 below), under and capital expenditures, 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, or capital expenditures exceeding the sole dominion aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and control administrative expenses, or capital expenditures 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 Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the Secured Party (taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month 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 Revolving Note and collection costs as set forth in clause (ii) below. (ii) Section 3.2 of the Deed of Trust. If an Event of Default shall have occurred and be continuing, the Borrower Parties shall direct all Account Debtors production proceeds received in the Lockbox during any month are not sufficient to make payments the scheduled monthly payment on the Revolving Loan, Borrower Parties’ Accounts directly into a lockbox established by will pay Lender the Borrower Parties with an institution acceptable to the Secured Party and over which the Secured Party shall have sole control and authority deficiency within ten (to the extent permitted by applicable law10) 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 days of the Collateral shall come into the possession or under the control notice from Lender 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 Obligationsshortfall. (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. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (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”). (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 Borrower 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 in Section 15 below), under and capital expenditures, 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, or capital expenditures exceeding the sole dominion aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and control administrative expenses, or capital expenditures 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 Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the Secured Party (taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the extent permitted by applicable law), into which monies, checks, notes, drafts or principal and interest on the Revolving Note and all other payment for or proceeds of fees and obligations under this Agreement and the Collateral shall be paid Loan Agreement 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 interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (ii10) below.days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (iif) If an Event Borrower and Guarantors agree that the insurance proceeds in the approximate amount of Default $100,000.00, from the 2008 saltwater disposal tank fire, shall have occurred and be continuingpromptly deposited upon receipt, 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 Lockbox Account and used 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 Obligationsset forth above. (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’ 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. 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. (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 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. (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.

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.