Common use of Deposit Service Clause in Contracts

Deposit Service. Schedule 6.9 (a) is a true, correct and complete --------------- --------------- listing of all of Borrower's Deposit Accounts. Borrower will not establish or open any other Deposit Account or other A.) to remit all receipts in such Deposit Account to Borrower's Deposit Account at Union Bank of California, N.A, at such time that monies received or accumulated in any Deposit Bank aggregate in excess of two million dollars ($2,000,000). If, notwithstanding such instructions, Borrower receives any proceeds of Accounts, it shall receive such payments as Agent's trustee, and shall immediately notify each Agent as to its receipt of such proceeds and shall deposit such payments into its Deposit Account at Union Bank of California, N. A.. All collections received in any Deposit Account or received directly by Borrower or Agent shall be subject to Agent's sole control; provided, however, that as long as (i) no Event of Default shall have occurred and be continuing, and (ii) no Agent Advance made pursuant to Section 2.3(b)(ii) ------------------ is outstanding, Borrower may use all moneys deposited in a Deposit Account to be used for Borrower's working capital needs and general corporate purposes; provided further, however, that immediately (A) upon the occurrence and during the continuance of any Event of Default, or (B) upon the making of any Agent Advance pursuant to Section 2.3(b)(ii) hereof, until such Agent Advance is ------------------ repaid by Borrower in full, Agent may and, upon the instruction of the Majority Lenders, shall, reassume sole control of such Deposit Account(s) and shall transfer all collections deposited in such Deposit Account(s) to Agent for application to the Obligations pursuant to Section 4.4 hereof. Agent may (and ----------- upon the instruction of the Majority Lenders, shall), at any time (y) following the occurrence and during the continuation of an Event of Default, or (z) following the making of any Agent Advance pursuant to Section 2.3(b)(ii) hereof ------------------ until such Agent Advance is repaid in full, notify the Account Debtors that the Accounts have been assigned to Agent and of Agent's security interest therein, and may (and upon the instruction of the Majority Lenders, shall) collect them directly and charge the collection costs and expenses to Borrower's Loan Account as a Revolving Loan bearing interest at the Default Rate. Upon the occurrence of any of the events described in clause (y) or (z) of the immediately preceding sentence and upon Agent's request, Borrower shall execute and deliver to Agent such documents as Agent shall require to grant Agent access to any post office box or bank in which collections of Accounts are received.

Deposit Service. Schedule 6.9 (a) is a true, correct and complete --------------- --------------- listing of all of Borrower's Deposit Accounts. Borrower will not establish or open any other Deposit Account or otherother bank or lock box account without first notifying Agent and delivering to Agent a fully executed Deposit Control Agreement with the Deposit Bank or other bank where such account is located. Borrower has instructed each Deposit Bank (other than Union Bank of California, N. A.) to remit all receipts in such Deposit Account to Borrower's Deposit Account at Union Bank of California, N.A, at such time that monies received or accumulated in any Deposit Bank aggregate in excess of two million dollars ($2,000,000). If, notwithstanding such instructions, Borrower receives any proceeds of Accounts, it shall receive such payments as Agent's trustee, and shall immediately notify each Agent as to its receipt of such proceeds and shall deposit such payments into its Deposit Account at Union Bank of California, N. A.. All collections received in any Deposit Account or received directly by Borrower or Agent shall be subject to Agent's sole control; provided, however, that as long as (i) no Event of Default shall have occurred and be continuing, and (ii) no Agent Advance made pursuant to Section 2.3(b)(ii) ------------------ is outstanding, Borrower may use all ------------------ moneys deposited in a Deposit Account to be used for Borrower's working capital needs and general corporate purposes; provided further, however, that immediately (A) upon the occurrence and during the continuance of any Event of Default, or (B) upon the making of any Agent Advance pursuant to Section ------- 2.3(b)(ii) hereof, until such Agent Advance is ------------------ repaid by Borrower in full, Agent ---------- may and, upon the instruction of the Majority Lenders, shall, reassume sole control of such Deposit Account(s) and shall transfer all collections deposited in such Deposit Account(s) to Agent for application to the Obligations pursuant to Section 4.4 hereof. Agent may (and ----------- upon the instruction of the Majority ----------- Lenders, shall), at any time (y) following the occurrence and during the continuation of an Event of Default, or (z) following the making of any Agent Advance pursuant to Section 2.3(b)(ii) hereof ------------------ until such Agent Advance is repaid ------------------ in full, notify the Account Debtors that the Accounts have been assigned to Agent and of Agent's security interest therein, and may (and upon the instruction of the Majority Lenders, shall) collect them directly and charge the collection costs and expenses to Borrower's Loan Account as a Revolving Loan bearing interest at the Default Rate. Upon the occurrence of any of the events described in clause (y) or (z) of the immediately preceding sentence and upon Agent's request, Borrower shall execute and deliver to Agent such documents as Agent shall require to grant Agent access to any post office box or bank in which collections of Accounts are received.