Common use of Establishment and Administration of Accounts Clause in Contracts

Establishment and Administration of Accounts. (a) The Borrower and its Subsidiaries shall establish and maintain Concentration Accounts pursuant to Concentration Account Agreements in the name of the Collateral Agent for the benefit of the Term Loan Lenders with the Concentration Account Banks. The Borrower and its Subsidiaries shall have the right to collect and shall, promptly upon receipt thereof, deposit in its respective Concentration Accounts all monies that constitute cash, checks, notes, drafts, bills of exchange, money orders or funds received by the Borrower or any of its Subsidiaries in the ordinary course of business on deposit in any Deposit Account or otherwise and that constitute proceeds of Collateral in precisely the form in which received (but with any endorsements of the Borrower or any of its Subsidiaries necessary for deposit or collection). Any amounts which are required to be paid to the Collateral Agent hereunder which are not proceeds of Collateral shall be paid directly to the Collateral Agent and not deposited in a Deposit Account. At the close of business on each Business Day, the Borrower shall, and shall cause each of its Subsidiaries to, transfer, or cause to be transferred, all funds on deposit in all Deposit Accounts aggregating in excess of $1,500,000 to a Concentration Account of the Borrower or such Subsidiary in accordance with the terms of the Concentration Account Agreements. (b) At the close of business on each Business Day, the Borrower shall, and shall cause each of its Subsidiaries to, transfer all funds on deposit in all Concentration Accounts to the Collateral Account in accordance with the terms of the Concentration Account Agreements. The Collateral Account shall be subject to the terms of the Collateral Account Agreement and shall be under the sole dominion and control of the Collateral Agent, and the Collateral Agent shall have the sole right of withdrawal over the Collateral Account; provided, however, that so long as no Default of the type described in clauses (a) through (d) of Section 8.1.9 or any Event of Default shall have occurred and be continuing, the Borrower may at any time withdraw funds on deposit in the Collateral Account for use in any lawful manner not inconsistent with this Agreement or any other Loan Document. Upon the occurrence of any Default of the type described in clauses (a) through (d) of Section 8.1.9 or any Event of Default, the Borrower shall immediately give notice thereof to the Administrative Agent and the Collateral Agent. Any term or provision of this clause (b) to the contrary notwithstanding, upon delivery of a certificate, certified by the chief financial or accounting Authorized Officer of the Borrower, to the Agents and the Collateral Agent in accordance with Section 3 of the Collateral Account Agreement, the Borrower shall be permitted to make withdrawals from the Collateral Account during the continuance of any such Default or Event of Default solely for (i) working capital purposes of the Borrower and its Subsidiaries, (ii) maintenance Capital Expenditures in an aggregate amount during the continuance of any such Default or Event of Default not to exceed $2,500,000 or (iii) other purposes as may be approved by the Collateral Agent. (c) The Borrower shall cause the Special Purpose Subsidiary to establish and maintain the Asset Sale Proceeds Account pursuant to the Asset Sale Proceeds Account Agreement in the name of the Collateral Agent for the benefit of the Revolving Credit Lenders with the Collateral Agent. Promptly upon receipt thereof, the Borrower shall contribute, and shall cause the Parent or the relevant Subsidiary of the Borrower to contribute to the Borrower and the Borrower shall in turn contribute to the Special Purpose Subsidiary, and shall cause the Special Purpose Subsidiary to deposit in such Asset Sale Proceeds Account, all Asset Sale Proceeds received by the Parent, the Borrower and its Subsidiaries. In addition, at any time that the amount on deposit in the Collateral Account exceeds $14,000,000, the Borrower shall transfer, or cause to be transferred, any such excess amount to the Asset Sale Proceeds Account. (d) The Asset Sale Proceeds Account shall be subject to the terms of the Asset Sale Proceeds Account Agreement and shall be under the sole dominion and control of the Collateral Agent and the Collateral Agent shall have the sole right of withdrawal over the Asset Sale Proceeds Account; provided, however, that so long as no Default of the type described in clauses (a) through (d) of Section 8.1.9 or any Event of Default shall have occurred and be continuing, the Borrower may direct the Special Purpose Subsidiary to withdraw and deliver to the Borrower amounts on deposit in the Asset Sale Proceeds Account to fund Acquisitions or Capital Expenditures by the Borrower or for working capital purposes of the Borrower upon delivery of a certificate to the Agents and the Collateral Agent in accordance with Section 3 of the Asset Sale Proceeds Account Agreement detailing the application of such amounts. Upon the occurrence of any Default of the type described in clauses (a) through (d) of Section 8.1.9 or any Event of Default, the Borrower shall immediately give notice thereof to the Administrative Agent and the Collateral Agent. Any term or provision of this clause (d) to the contrary notwithstanding, upon delivery of a certificate, certified by the chief financial or accounting Authorized Officer of the Borrower, to the Agents and the Collateral Agent in accordance with Section 3 of the Asset Sale Proceeds Account Agreement, the Borrower shall be permitted to make withdrawals from the Asset Sale Proceeds Account during the continuance of any such Default or Event of Default solely for (i) working capital purposes of the Borrower and its Subsidiaries, (ii) maintenance Capital Expenditures in an aggregate amount during the continuance of any such Default or Event of Default not to exceed $2,500,000 or (iii) other purposes may be approved by the Collateral Agent. (e) The Borrower shall instruct the Administrative Agent or other Concentration Account Bank to invest funds on deposit in any Concentration Account, the Collateral Account and the Asset Sale Proceeds Account at all times in Cash Equivalent Investments. Pursuant to the Borrower Pledge Agreement, the Borrower shall pledge and assign to the Collateral Agent and grant to the Collateral Agent a security interest, for the benefit of the Agents, the Collateral Agent and the Term Loan Lenders, in each Concentration Account and the Collateral Account and all funds from time to time deposited therein, including, without limitation, all Cash Equivalent Investments.