Common use of Maintaining Bank Accounts Clause in Contracts

Maintaining Bank Accounts. Borrower covenants and agrees that until the termination of Collateral Agent’s Lien: (A) Except for bank accounts that have average monthly collected balances of less than $100,000.00 (in the aggregate), Borrower shall maintain all of its bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement accounts, only with Wachovia (the “Approved Bank Accounts”); provided however, during the period of time that a Transition Services Agreement is in effect, Borrowers may maintain and make deposits to and disbursements from the bank accounts established and maintained thereunder. (B) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia and with other banks (each a “Lockbox Bank”) that have entered into letter or other agreements (each a “Lockbox Agreement”) approved by and acceptable to Collateral Agent in its discretion. (C) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower shall promptly instruct each Person obligated at any time to make any payment to Borrower for any reason to make such payment to a Lockbox Account, and shall pay to Collateral Agent for deposit in an Approved Bank Account as may be from time to time designated by Collateral Agent, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day. (D) Borrower shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by Collateral Agent, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank. (E) Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower or any Lockbox Bank, Borrower shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by Collateral Agent. Borrower agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by Collateral Agent.

Maintaining Bank Accounts. Each Borrower covenants and agrees that until the termination of Collateral Agent’s Lien: (A) Except for bank accounts that have average monthly collected balances of less than $100,000.00 (in the aggregate)as may otherwise be agreed by Lender Parties or as set forth on Schedule 10.16, Borrower shall maintain all of its operating, disbursement and lockbox accounts only with Wachovia, and all of its other bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement payroll accounts, only ) with Wachovia or other Lender Parties (the “Approved Bank Accounts”); provided however, during the period of time that a Transition Services Agreement is in effect, Borrowers may maintain and make deposits to and disbursements from the bank accounts established and maintained thereunder. (B) Upon the occurrence and during the continuance an Event of a Default and the demand of Collateral Agent, Borrower shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia and with other banks (each a “Lockbox Bank”) that have entered into a letter or other agreements agreement (each a “Lockbox Agreement”) approved by and acceptable to Collateral Agent in its discretion.. Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds held in a Lockbox Account and in connection therewith: (C1) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower shall promptly immediately instruct each Person obligated at any time to make any payment to Borrower for any reason to make such payment to a Lockbox Account, and shall pay to Collateral Agent for deposit in an Approved Bank Account as may be from time to time designated by Collateral Agent, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day.; (D2) Borrower shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by Collateral Agent, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank.; and (E3) Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower or any Lockbox Bank, Borrower shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by Collateral Agent. Borrower agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by Collateral Agent.

Maintaining Bank Accounts. Borrower covenants and agrees that until the termination of Collateral Agent’s Lien: (A) : Except for bank accounts that have average monthly collected balances of less than $100,000.00 (in the aggregate)as may otherwise be agreed by Lender Parties or as set forth on Schedule 10.16, Borrower shall maintain all of its operating, disbursement and lockbox accounts only with SouthTrust, and all of its other bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement payroll accounts, only ) with Wachovia SouthTrust or other Lender Parties (the “Approved Bank Accounts”); provided however, during the period . Upon an Event of time that a Transition Services Agreement is in effect, Borrowers may maintain and make deposits to and disbursements from the bank accounts established and maintained thereunder. (B) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia SouthTrust and with other banks (each a “Lockbox Bank”) that have entered into a letter or other agreements agreement (each a “Lockbox Agreement”) approved by and acceptable to Collateral Agent in its discretion. (C) Upon the occurrence and during the continuance . Neither Borrower nor any Person claiming on behalf of a Default and the demand of Collateral Agent, or through Borrower shall promptly have any right to withdraw any of the funds held in a Lockbox Account and in connection therewith: Borrower shall immediately instruct each Person obligated at any time to make any payment to Borrower for any reason to make such payment to a Lockbox Account, and shall pay to Collateral Agent for deposit in an Approved Bank Account as may be from time to time designated by Collateral Agent, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day. (D) ; Borrower shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by Collateral Agent, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank. (E) ; and Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower or any Lockbox Bank, Borrower shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by Collateral Agent. Borrower agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by Collateral Agent.

Maintaining Bank Accounts. Borrower covenants The Obligors covenant and agrees agree that until the termination of the Collateral Agent’s Lien: (Aa) Except for bank accounts that have average monthly collected balances of less than $100,000.00 (in as may otherwise be agreed by the aggregate)Required Holders or as set forth on Schedule 9.35, Borrower the Obligors shall maintain all of its operating, disbursement and lockbox accounts only with Wachovia, and all of its other bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement payroll accounts, only ) with Wachovia or Compass (the “Approved Bank Accounts”); provided however, during the period of time that a Transition Services Agreement is in effect, Borrowers may maintain and make deposits to and disbursements from the bank accounts established and maintained thereunder. (Bb) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower The Obligors shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia and with other banks (each a “Lockbox Bank”) that have entered into a letter or other agreements agreement (each a “Lockbox Agreement”) approved by and acceptable to the Required Holders in their discretion providing the Collateral Agent with “Control” under and as defined in its discretion.Article 9 of the UCC. From and after an Event of Default and for so long as such Event of Default is continuing, none of the Obligors nor any Person claiming on behalf of or through the Obligors shall have any right to withdraw any of the funds held in a Lockbox Account and in connection therewith: (C1) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower The Obligors shall promptly immediately instruct each Person obligated at any time to make any payment to Borrower the Obligors for any reason to make such payment to a Lockbox Account, and shall shall, subject to the terms of the Intercreditor Agreement, pay to the Collateral Agent for deposit in an Approved Bank Account as may be from time to time designated by the Collateral AgentAgent or the Required Holders, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day.; (D2) Borrower The Obligors shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by the Collateral AgentAgent or the Required Holders, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank.; and (E3) Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower any Obligor or any Lockbox Bank, Borrower such Obligor shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by the Collateral AgentAgent or the Required Holders. Borrower Each Obligor agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by Collateral Agentthe Required Holders.

Maintaining Bank Accounts. Borrower covenants and agrees that until the termination of Collateral Agent’s Lien: (Aa) Except for bank accounts that have average monthly collected balances of less than $100,000.00 100,000 (in the aggregate), Borrower each Company shall maintain all of its bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement accounts, only with Wachovia Bank, National Association (the “Approved Bank Accounts”); provided provided, however, during the period of time that a Transition Services Agreement is in effect, Borrowers the Companies may maintain and make deposits to and disbursements from the bank accounts established under and maintained thereunderas contemplated by a Transition Services Agreement. (Bb) Upon the occurrence and during the continuance of a Default and the demand of the Collateral Agent, Borrower each Company shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia Bank, National Association and with other banks (each a “Lockbox Bank”) that have entered into letter or other agreements (each a “Lockbox Agreement”) approved by and acceptable to the Collateral Agent in its discretion, provided that such Lockbox Agreement is an Acceptable Security Interest. (Cc) Upon the occurrence and during the continuance of a Default and the demand of the Collateral Agent, Borrower each Company shall promptly instruct each Person obligated at any time to make any payment to Borrower such Company for any reason to make such payment to a Lockbox Account, and shall pay to the Collateral Agent for deposit in an Approved Bank Account as may be from time to time designated by the Collateral Agent, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day. (Dd) Borrower Each Company shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by the Collateral Agent, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank. (Ee) Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower any Company or any Lockbox Bank, Borrower each applicable Company shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by the Collateral Agent. Borrower Each Company agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by the Collateral Agent.

Maintaining Bank Accounts. Borrower covenants and agrees that until the termination of Collateral AgentBank’s Lien: (A) Except for bank accounts that have average monthly collected balances of less than $100,000.00 (in the aggregate), Borrower shall maintain all of its bank accounts (collectively, the “Bank Accounts”), including any Deposit Accounts and disbursement accounts, only with Wachovia Bank (the “Approved Bank Accounts”); provided however, during the period of time that a Transition Services Agreement is in effect, Borrowers may maintain and make deposits to and disbursements from the bank accounts established and maintained thereunder. (B) Upon the occurrence and during the continuance of a Default and the demand of Collateral AgentBank, Borrower shall maintain lockboxes and blocked deposit accounts (each a “Lockbox Account”) only with Wachovia Bank and with other banks (each a “Lockbox Bank”) that have entered into letter or other agreements (each a “Lockbox Agreement”) approved by and acceptable to Collateral Agent Bank in its discretion. (C) Upon the occurrence and during the continuance of a Default and the demand of Collateral Agent, Borrower shall promptly immediately instruct each Person obligated at any time to make any payment to Borrower for any reason to make such payment to a Lockbox Account, and shall pay to Collateral Agent Bank for deposit in an Approved Bank Account as may be from time to time designated by Collateral AgentBank, at the end of each Business Day, all proceeds of Collateral and all other cash received by it on such day. (D) Borrower shall instruct each Lockbox Bank to transfer to an Approved Bank Account designated by Collateral AgentBank, at the end of each Business Day, in same day funds, an amount equal to the credit balance of the Lockbox Account in such Lockbox Bank. (E) Upon any termination of any Lockbox Agreement or other agreement with respect to the maintenance of a Lockbox Account by Borrower or any Lockbox Bank, Borrower shall immediately notify all Persons that were making payments to such Lockbox Account to make all future payments to another Lockbox Account or to an Approved Bank Account designated by Collateral AgentBank. Borrower agrees to terminate any or all Lockbox Account and Lockbox Agreements upon request by Collateral AgentBank.