Maintenance of Blocked Accounts. Within ninety (90) days of the Closing Date, or such later date as shall be agreed to by Administrative Agent, in its sole discretion (provided, that, with respect to the deposit accounts designated as Payables Accounts in the Accounts Side Letter, each located at Citizens Bank, Quest and the other Loan Parties shall have 90 days following the date at which the Administrative Agent establishes an integrated payables arrangement for such accounts to move such accounts to the Administrative Agent), Quest and the other Loan Parties will maintain their primary depository, blocked account and cash management relationship with Administrative Agent or its affiliate. The Administrative Agent shall have control of all deposit and securities accounts of all Borrowers pursuant to executed Control Agreements and other executed documentation as shall be required by Administrative Agent, in its reasonable discretion, such documentation to be in form and substance satisfactory to Administrative Agent and delivered to Administrative Agent, it being understood and agreed that, other than with respect to any Excluded Deposit Account, the Term Loan Collateral Account (as defined in the Intercreditor Agreement) and deposit accounts designated as Springing Accounts in the Accounts Side Letter, Quest and the other Borrowers will cause or direct all cash to be transferred daily to Administrative Agent, and maintained in, accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest (except the Term Loan Collateral Account (as defined in the Intercreditor Agreement)) in such accounts and all amounts held therein. If an Excess Availability Triggering Event occurs or an Event of Default has occurred and is continuing, Administrative Agent shall at all times require (a)(i) that all such cash and proceeds of the Collateral (other than Acquisition Term Loan Priority Collateral) be swept on a daily basis to an account of Administrative Agent to be applied by Administrative Agent to (ii) repay outstanding Revolving Credit Loans, LC Obligations, other amounts then due and payable and solely to the extent such proceeds are derived from ABL Priority Collateral consisting of equipment, to repay the Acquisition Term Debt, and (iii) if a Default or Event of Default exists, to cash collateralize outstanding Letters of Credit in an amount equal to 103% of the face amount thereof and (b) send notices as required under the Control Agreements to trigger...
Maintenance of Blocked Accounts. Within 45 days of the date hereof (or such longer period as agreed by the Lender in its sole discretion), the Lender shall have control of all deposit and securities accounts of the Borrower, it being understood and agreed that, Borrower will cause or direct all cash (other than funds in deposit accounts described in clauses (i) and (ii) of the first proviso below) to be transferred daily to, or otherwise maintained in, accounts subject to a blocked account agreement. The Borrower shall maintain blocked deposit accounts pursuant to blocked account arrangements reasonably acceptable to the Lender with such banks as may be selected by the Borrower and be reasonably acceptable to the Lender; provided, that the Lender hereby agrees that it shall not institute or otherwise require a blocked account agreement with regard to any (i) deposit accounts used solely for (A) payroll and employee benefit accounts and (B) tax deposits and withholding accounts, and (ii) xxxxx cash and other accounts that do not in the aggregate hold more than $10,000 (collectively, “Excluded Accounts”).
