ORIGINAL THEREOF (OR
EACH EXECUTED OR ORIGINAL COUNTERPART IF MORE THAN ONE) TO BANK, TOGETHER WITH
APPROPRIATE ENDORSEMENTS AND/OR ASSIGNMENTS IN FORM AND SUBSTANCE ACCEPTABLE TO
BANK.
9.14
Maintaining Bank Accounts.
Borrower covenants
and agrees that until the termination of Bank's Lien:
(A)
BORROWER SHALL MAINTAIN ALL OF ITS BANK
ACCOUNTS (COLLECTIVELY, THE "BANK ACCOUNTS"), INCLUDING ANY DEPOSIT ACCOUNTS AND
DISBURSEMENT ACCOUNTS, ONLY WITH BANK (THE "APPROVED BANK ACCOUNTS").
(B)
UPON THE OCCURRENCE OF A DEFAULT AND THE
DEMAND OF BANK, BORROWER SHALL MAINTAIN LOCKBOXES AND BLOCKED DEPOSIT ACCOUNTS
(EACH A "LOCKBOX ACCOUNT") ONLY WITH 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 BANK IN ITS DISCRETION.
(C)
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 BANK FOR DEPOSIT IN AN
APPROVED BANK ACCOUNT AS MAY BE FROM TIME TO TIME DESIGNATED BY BANK, 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 BANK, 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
BANK.
BORROWER AGREES TO TERMINATE ANY OR ALL LOCKBOX ACCOUNT AND LOCKBOX
AGREEMENTS UPON REQUEST BY BANK.
9.15
Filing Fees and Taxes.
Borrower covenants and
agrees to pay all recording and filing fees, revenue stamps, taxes and other
expenses and charges payable in connection with the execution and delivery to
Bank of this Agreement and the other Loan Documents, and the recording, filing,
satisfaction, continuation and release of any financing statements or other
instruments filed or recorded in connection herewith or therewith.
9.16
Underlying Documentation.
Borrower covenants and
agrees that Borrower will, upon the request therefor by Bank, promptly deliver
possession to Bank of any or all of the Material Contracts.
9.17
Further Assurances.
Borrower covenants and
agrees that, at Borrower's cost and expense, upon request of Bank, Borrower
shall duly execute and deliver, or cause to be duly
53
executed and delivered, to Bank such further instruments and documents and do
and cause to be done such further acts as may be reasonably necessary or proper
in the opinion of Bank or its counsel to carry out more effectively the
provisions and purposes of this Agreement.
ARTICLE X
10.
DEFAULT
10.1
Events of Default.
The occurrence of any one or
more of