Common use of Other Deposit Accounts Clause in Contracts

Other Deposit Accounts. Each Credit Party agrees not to open any lockbox or new bank account into which Proceeds of Collateral are to be delivered or deposited or into which proceeds of Revolving Loans under the CIT Financing Agreement are to be deposited unless concurrently with the opening of such lockbox and/or bank account, CIT, acting as agent for lenders under the CIT Financing Agreement and Lender, such Credit Party and the bank which will maintain such lockbox or at which such account will be maintained, execute a Depository Account Control Agreement with respect to such lockbox and/or related bank account; provided, however, that (i) prior to the Lender’s request therefor, the Credit Parties shall not be required to obtain Depository Account Control Agreements with respect to those bank accounts listed on Schedule 3.2(c)-2 which are specifically designated as not being required to be subject to Depository Account Control Agreements as of the Closing Date or with respect to such bank accounts acquired after the Closing Date which are specifically approved by the Lender in writing as not being required to be subject to Depository Account Control Agreements until such time as the Lender may request, and (ii) so long as no Default or Event of Default exists the Credit Parties shall not be required to obtain Depository Account Control Agreements with respect to the bank accounts (including payroll accounts) listed on Schedule 3.6(b)-1 attached hereto (the bank accounts described in this clause (ii) collectively, the “Excluded Bank Accounts”); provided further, however, that no Credit Party shall permit the balance of any Excluded Bank Account to exceed One Hundred Ten Thousand Dollars ($110,000) or the aggregate balance of all Excluded Bank Accounts to exceed Five Hundred Fifty Thousand Dollars ($550,000). Upon compliance with the terms set forth above, such lockbox and/or bank account (other than the bank accounts described in clause (i) above and the Excluded Bank Accounts) shall constitute a Depository Account for purposes of this Financing Agreement. Each Credit Party represents and warrants to the Lender that Schedule 3.6(b)-2 attached hereto lists all bank accounts of such Credit Party (other than the Excluded Bank Accounts) as of the date hereof. Without limiting the requirements of the first sentence of this Section, if a Credit Party at any time acquires any bank account not listed on Schedule 3.2(c)-2 attached hereto, such Credit Party shall promptly deliver to the Lender a supplemental schedule which shall include details pertaining to such bank account.

Other Deposit Accounts. Each Credit Party agrees not to open any lockbox or new bank account into which Proceeds of Collateral are to be delivered or deposited or into which proceeds of Revolving Loans under the CIT Financing Agreement are to be deposited unless concurrently with the opening of such lockbox and/or bank account, CIT, acting as agent for lenders under the CIT Financing Agreement and LenderAgent, such Credit Party and the bank which will maintain such lockbox or at which such account will be maintained, execute a Depository Account Control Agreement with respect to such lockbox and/or related bank account; provided, however, that (i) prior to the LenderAgent’s request therefor, the Credit Parties shall not be required to obtain Depository Account Control Agreements with respect to those bank accounts listed on Schedule 3.2(c)-2 which are specifically designated as not being required to be subject to Depository Account Control Agreements as of the Closing Date or with respect to such bank accounts acquired after the Closing Date which are specifically approved by the Lender Agent in writing as not being required to be subject to Depository Account Control Agreements until such time as the Lender Agent may request, and (ii) so long as no Default or Event of Default exists the Credit Parties shall not be required to obtain Depository Account Control Agreements with respect to the bank accounts (including payroll accounts) listed on Schedule 3.6(b)-1 3.2(c)-1 attached hereto (the bank accounts described in this clause (ii) ), collectively, the “Excluded Bank Accounts”); provided further, however, that no Credit Party shall permit the balance of any Excluded Bank Account to exceed One Hundred Ten Thousand Dollars ($110,000100,000) or the aggregate balance of all Excluded Bank Accounts to exceed Five Hundred Fifty Thousand Dollars ($550,000500,000). Upon compliance with the terms set forth above, such lockbox and/or bank account (other than the bank accounts described in clause (i) above and the Excluded Bank Accounts) shall constitute a Depository Account for purposes of this Financing Agreement. Each Credit Party represents and warrants to the Lender Agent and the Lenders that Schedule 3.6(b)-2 3.2(c)-2 attached hereto lists all bank accounts of such Credit Party (other than the Excluded Bank Accounts) as of the date hereof. Without limiting the requirements of the first sentence of this Section, if a Credit Party at any time acquires any bank account not listed on Schedule 3.2(c)-2 attached hereto, such Credit Party shall promptly deliver to the Lender Agent a supplemental schedule which shall include details pertaining to such bank account.