Common use of Certain Accounts Clause in Contracts

Certain Accounts. The Company represents and warrants to each Buyer that Schedule 4(v) hereto sets forth a full and complete list of every bank and other financial institution at which the Company presently has an account (each, an "Existing Account"). The Company represents and warrants to each Buyer that (1) the Company has deposited or otherwise transferred any and all funds, including (without any limitation) those funds released from any Existing Account that does not become a Permitted Account (as defined) pursuant hereto, to the First Union National Bank Account Nos. 20000009652305, 2100043128724 and/or 4166-9926 (the "First Union Accounts"), and (2) the Company has caused each Existing Account denoted with an asterisk on Schedule 4(v) to be a Permitted Account, and the Company shall use its best commercial efforts to obtain the signature of each depository institution reasonably requested by any Buyer to sign a Bank Agreement in connection with such Existing Account becoming a Permitted Account and shall deliver to the Agent (for the benefit of the Buyers) any opinion that the Agent may reasonably request in connection with the applicable Bank Agreement. In addition, the Company shall take the following actions with respect to the Existing Accounts: (i) The Company shall immediately deposit any funds released from time to time from the First Union/Wachovia Investments Account No. 4167-7452 into an account for which the Agent has executed a Bank Agreement reasonably satisfactory to the Buyers (any such account being a "Permitted Account"); (ii) The Company shall not deposit or otherwise transfer any funds into any foreign account without the prior written consent of the Buyers; provided, however, that the Company may make such deposits or transfers to such foreign accounts in connection with ordinary course business expenses to the extent that the aggregate balance in all such foreign accounts does not exceed $25,000; and (iii) The Company shall not deposit or otherwise transfer any funds to any account that is not a Permitted Account; provided, however, that the Company may make such deposits or transfers to an Existing Account that is not a Permitted Account to the extent that the balance in any such Existing Account does not exceed $5,000. Immediately upon the occurrence of a default or Event of Default or event that with notice or lapse of time would constitute a Default or Event of default, the company agrees that the Agent under the Account Control Agreement or any Bank Agreement shall be authorized to send one or more "notices of exclusive control" (as defined in the Account Control Agreement or relevant Bank Agreement) (or an analogous notice described in the Account Control Agreement or relevant Bank Agreement) to the depositary bank(s) party thereto prohibiting such bank(s) from accepting any further instructions from the Company in connection with any property held in any account therein.

Certain Accounts. The Company represents and warrants to each Buyer that Schedule 4(v) hereto sets forth a full and complete list of every bank and other financial institution at which the Company presently has an account (each, an "Existing Account"). The Company represents and warrants shall take the following actions with respect to each Buyer that these accounts: (1i) the The Company has deposited shall deposit or otherwise transferred transfer any and all funds, including (without any limitation) those funds released from any Existing Account that does not become a Permitted Account (as defined) pursuant hereto, to the First Union National Bank Account Nos. 20000009652305, 2100043128724 and/or 4166-9926 (the "First Union Accounts"), and (2) the Company has caused each Existing Account denoted with an asterisk on Schedule 4(v) to be a Permitted Account, and the Company shall use its best commercial efforts to obtain the signature of each depository institution reasonably requested by any Buyer to sign a Bank Agreement in connection with such Existing Account becoming a Permitted Account and shall deliver to the Agent (for the benefit of the Buyers) any opinion that the Agent may reasonably request in connection with the applicable Bank Agreement. In addition, the Company shall take the following actions with respect to the Existing Accounts:; (iii) The Company shall immediately deposit any funds released from time to time from the First Union/Wachovia Investments Account No. 4167-7452 into an account for which the Agent has executed a Bank Agreement reasonably satisfactory to the Buyers (any such account being a "Permitted Account"); (iiiii) The Company shall not deposit or otherwise transfer any funds into any foreign account without the prior written consent of the Buyers; provided, however, that the Company may make such deposits or transfers to such foreign accounts in connection with ordinary course business expenses to the extent that the aggregate balance in all such foreign accounts does not exceed $25,000; (iv) By no later then March 28, 2003, the Company shall cause each Existing Account denoted with an asterisk on Schedule 4(v) to be a Permitted Account and the Company shall deliver to the Agent (for the benefit of the Buyers) any opinion that the Agent may reasonably request in connection with the applicable Bank Agreement; and (iiiv) The Company shall not deposit or otherwise transfer any funds to any account that is not a Permitted Account; provided, however, that the Company may make such deposits or transfers to an Existing Account that is not a Permitted Account to the extent that the balance in any such Existing Account does not exceed $5,000. Immediately upon the occurrence of a default or Event of Default or event that with notice or lapse of time would constitute a Default or Event of default, the company agrees that the Agent under the Account Control Agreement or any Bank Agreement shall be authorized to send one or more "notices of exclusive control" (as defined in the Account Control Agreement or relevant Bank Agreement) (or an analogous notice described in the Account Control Agreement or relevant Bank Agreement) to the depositary bank(s) party thereto prohibiting such bank(s) from accepting any further instructions from the Company in connection with any property held in any account therein.