LOCK BOX OPERATING AGREEMENT
This is a Lock Box Operating Agreement (the "Agreement"), entered into as
of this ____ day of October, 1996, by and between Manufacturers and Traders
Trust Company, with an office for the conduct of business located at 00 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx, 00000 (the "Bank") and Delta Computec Inc. ("DCI"),
and DCI's wholly-owned subsidiary, Delta Data Net, Inc. ("DDI" and, collectively
with DCI, the "Customer"), each of which have an office for the conduct of
business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, to govern a
post office lock box arrangement between the parties to this Agreement. This
Agreement is for the benefit of Xxxxxx X. Xxxxxxx XX ("Xxxxxxx") pursuant to a
certain Amended and Restated Promissory Note of even date herewith. The Bank
acknowledges that it is acting as agent for Xxxxxxx for the purpose of
perfecting Xxxxxxx'x security interest in certain assets of the Customer under
the Uniform Commercial Code.
PROCEDURES:
The Bank will rent a United States Post Office Lock Box (the "Lock Box")
for acceptance of the Customer's items to be processed by the Bank.
All envelopes containing items to be processed through the Lock Box will be
mailed to the following address:
________________________________________________________________.
The Customer hereby authorizes and directs the Bank to collect mail from
the Lock Box.
The Bank will collect the contents of the Lock Box on a daily basis, in
accordance with the Bank's schedule in effect from time to time, on all days
when the Bank is open for business. The Bank will open the envelopes removed
from the
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Lock Box and remove any checks contained therein. Any remittance supporting
detail, such as invoices or correspondence, will be left inside the envelope,
unless the Customer specifically requests that such items be removed as set
forth in Section 2(i) of this Agreement.
The Bank will record the amount of the check on the accompanying envelope.
A photocopy of any checks can be provided to the Customer upon request of the
Customer as set forth under Section 2(i) of this Agreement.
The Bank will deposit checks upon which the payee or endorsee is DCI or
DDI, and shall have the option of returning to the Customer any check bearing a
different payee or endorsee.
At the Customer's option, the Bank will mail to the Customer or deliver to
a customer-designated Bank branch for customer pickup daily, invoices and other
material, including copies of the checks. If the Customer requests that
remittance detail be returned via the United States mail, or other delivery
services, the following address will be used by the Bank until further notice
from the Customer: 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
The Bank will maintain a microfilm record of all checks processed in order
that a duplicate photocopy may be prepared should the need arise.
The Bank will provide additional processing options specifically requested
by the Customer. The Customer will be charged an additional assessment for each
option. Such options may include express mail service, daily deposit reporting,
computer tape, or other services made available by the Bank from time to time.
Those processing options requested by the Customer are listed
below:__________________________________________________________.
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DEPOSIT OF CHECKS:
The Bank will endorse all checks and other instruments received as directed
by the Customer, using either Option A or Option B.
______ Option A CREDITED TO THE ACCOUNT OF WITHIN NAMED PAYEE. ENDORSEMENT
GUARANTEED THE BANK.
______ Option B RESTRICTIVE ENDORSEMENT -- FOR DEPOSIT ONLY AND CUSTOMER NAME.
The Bank will make at least one deposit on each banking day and will credit
the Customer's deposit account(s) listed
below:__________________________________.
RETURNED CHECKS:
The Bank will debit the Customer's deposit account for any checks which are
returned unpaid. The Bank will not redeposit these checks unless it has received
written authorization from the Customer to do so.
CHARGES:
The Customer agrees that the Bank may direct charge the DCI account number
__________________ for the annual items' bundling and post office Lock Box
rental fees (payable in advance) as assessed by the United States Post Office.
The Customer also agrees to pay for the use of the Bank's Lock Box Services to
be provided pursuant to this Agreement in the manner and amount listed below:
_____________________________________________________. If no account has been
established by the Customer with the Bank, the Customer agrees to pay the
estimated annual fees in advance, with a reconciliation of such amounts on an
annual basis.
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INCONSISTENCIES WITH OTHER AGREEMENTS:
In carrying out this Agreement, the parties shall also be bound by the
terms of any Customer account agreements with the Bank. If there is an
inconsistency between this Agreement and any such account agreement, the terms
of this Agreement shall prevail.
TERMS AND TERMINATIONS:
This Agreement shall be effective as of the above date, and shall continue
in force until terminated at the end of any calendar month by either party
giving to the other prior written notice of not less than thirty (30) days, or
until terminated by the Bank for the Customer's failure to make timely payment.
MISCELLANEOUS:
This Agreement shall be interpreted and construed in all respects under the
laws of the State of New York and the parties hereto consent to the jurisdiction
and venue of the State and/or Federal courts located within Monroe County, State
of New York for the resolution of any such disputes.
ASSIGNMENTS; PARTIES
Neither party to this Agreement may assign its rights or obligations under
this Agreement without the express written consent of all other parties, except
that the obligations of the Bank under this Agreement may be provided or
fulfilled by any subsidiary, affiliate or subcontractor. No third party to this
Agreement shall have any right or benefit hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and to be effective as of the date
first written above.
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MANUFACTURERS AND TRADERS TRUST
COMPANY
By: _______________________
Name:
Title:
DELTA COMPUTEC INC.
By: _______________________
Name:
Title:
DELTA DATA NET, INC.
By: _______________________
Name:
Title:
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