Common use of Maintenance of Blocked Accounts Clause in Contracts

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 full dominion of all such deposit accounts (“Cash Dominion”) which shall continue until the Default or Event of Default has been waived or Cure Date. Unless an Excess Availability Triggering Event or a Default or Event of Default has occurred and is continuing, the Administrative Agent waives Cash Dominion except for the Collection Accounts designated in the Accounts Side Letter. Prior to entering into any Term Loan Collateral Account (as defined in the Intercreditor Agreement), Borrowers shall provide at least ten (10) Business Days’ prior written notice thereof and shall deliver a form of Control Agreement whereby the Administrative Agent has a second-priority security interest in such deposit account and the cash held therein. With respect to any deposit accounts not maintained with Administrative Agent or its affiliate, Borrowers shall maintain Control Agreements whereby Administrative Agent has a first-priority security interest in such deposit accounts and all amounts held therein reasonably acceptable to Administrative Agent with such banks as may be selected by the Borrowers and be reasonably acceptable to Administrative Agent; provided, that Administrative Agent hereby agrees that it shall not institute or otherwise require a Control Agreement and/or springing or blocked account agreement with regard to any Excluded Deposit Account or the Term Loan Collateral Account (as defined in the Intercreditor Agreement) maintained by any Borrower. Administrative Agent shall have control over and a Lien on all funds deposited in any springing or blocked account (other than Excluded Deposit Accounts), for the ratable benefit of Lenders, and, with respect to deposit accounts not maintained with Administrative Agent or its affiliate, the Borrowers shall obtain the agreement by such banks in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited (except to the extent of any such bank’s customary fees). Such lockbox and blocked account arrangements shall include irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts on a daily basis to an account of Administrative Agent for application on account of the Obligations to the extent provided for herein. At any time Cash Dominion is in existence, Administrative Agent shall have the right to issue to any such banks irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts to an account of Administrative Agent for application on account of the Obligations as provided herein. Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

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 full dominion of all such deposit accounts (“Cash Dominion”) which shall continue until the Default or Event of Default has been waived or Cure Date. Unless an Excess Availability Triggering Event or a Default or Event of Default has occurred and is continuing, the Administrative Agent waives Cash Dominion except for the Collection Accounts designated in the Accounts Side Letter. Prior to entering into any Term Loan Collateral Account (as defined in the Intercreditor Agreement), Borrowers shall provide at least ten (10) Business Days’ prior written notice thereof and shall deliver a form of Control Agreement whereby the Administrative Agent has a second-priority security interest in such deposit account and the cash held therein. With respect to any deposit accounts not maintained with Administrative Agent or its affiliate, Borrowers shall maintain Control Agreements whereby Administrative Agent has a first-priority security interest in such deposit accounts accounts, and all amounts held therein reasonably acceptable to Administrative Agent with such banks as may be selected by the Borrowers and be reasonably acceptable to Administrative Agent; provided, that Administrative Agent hereby agrees that it shall not institute or otherwise require a Control Agreement and/or springing or blocked account agreement with regard to any Excluded Deposit Account or the Term Loan Collateral Account (as defined in the Intercreditor Agreement) maintained by any Borrower. Administrative Agent shall have control over and a Lien on all funds deposited in any springing or blocked account (other than Excluded Deposit Accounts), for the ratable benefit of Lenders, and, with respect to deposit accounts not maintained with Administrative Agent or its affiliate, the Borrowers shall obtain the agreement by such banks in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited (except to the extent of any such bank’s customary fees). Such lockbox and blocked account arrangements shall include irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts on a daily basis to an account of Administrative Agent for application on account of the Obligations to the extent provided for herein. At any time Cash Dominion is in existence, Administrative Agent shall have the right to issue to any such banks irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts to an account of Administrative Agent for application on account of the Obligations as provided herein. Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Blocked Accounts. Within ninety sixty (9060) 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)discretion, 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 control agreements and other executed documentation as shall be required by Administrative Agent, in its reasonable sole 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 Agentto, and or otherwise maintained in, accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest (except the Term Loan Collateral Account (as defined blocked account agreement and that, unless a Cash Dominion Suspension Period is 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 continuingeffect, 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, Swingline Loans, LC Obligations, other amounts then due and payable and solely to the extent such proceeds are derived from ABL Priority Collateral consisting of equipmentpayable, to repay the Acquisition Term Debtand, and (iii) if a Default or an Event of Default exists, to cash collateralize outstanding Letters of Credit in an amount equal to 103105% of the face amount thereof and (b) send notices as required under the Control Agreements to trigger full dominion of all such deposit accounts (“Cash Dominion”) which shall continue until the Default or Event of Default has been waived or Cure Date. Unless an Excess Availability Triggering Event or a Default or Event of Default has occurred and is continuing, the Administrative Agent waives Cash Dominion except for the Collection Accounts designated in the Accounts Side Letter. Prior to entering into any Term Loan Collateral Account (as defined in the Intercreditor Agreement), Borrowers shall provide at least ten (10) Business Days’ prior written notice thereof and shall deliver a form of Control Agreement whereby the Administrative Agent has a second-priority security interest in such deposit account and the cash held therein. With respect to any deposit accounts not maintained with Administrative Agent or its affiliate, Borrowers shall maintain Control Agreements whereby Administrative Agent has a first-priority security interest in such blocked deposit accounts pursuant to lockbox and all amounts held therein blocked account arrangements reasonably acceptable to Administrative Agent with such banks as may be selected by the Borrowers and be reasonably acceptable to Administrative Agent; provided, that Administrative Agent hereby agrees that it shall not institute or otherwise require a Control Agreement control agreement and/or springing or blocked account agreement with regard to any Excluded Deposit Account or the Term Loan Collateral Account (as defined in the Intercreditor Agreement) maintained by any Borrower. Administrative Agent shall have control over and a Lien on all funds deposited in any springing or blocked account (other than Excluded Deposit Accounts)account, for the ratable benefit of Lenders, and, with respect to deposit accounts not maintained with Administrative Agent or its affiliate, the Borrowers shall obtain the agreement by such banks in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited (except to the extent of any such bank’s customary fees). Such lockbox and blocked account arrangements shall include irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts on a daily basis to an account of Administrative Agent for application on account of the Obligations to the extent provided for herein. At any time Cash Dominion is in existence, Administrative Agent shall have the right to issue to any such banks irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts to an account of Administrative Agent for application on account of the Obligations as provided herein. Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Blocked Accounts. Within ninety (90) days As 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 Borrowers and the other Loan Parties shall have 90 days following the date at which maintain and the Administrative Agent establishes an integrated payables arrangement for such accounts agrees they may continue 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 affiliateJPM. The Borrowers and other Loan Parties may, with the written consent of the Administrative Agent, maintain their primary depository, blocked account and cash management relationship with another financial institution. In all events, the Administrative Agent shall have control (subject to the limitations set forth below on directing application of funds prior to a Cash Dominion Trigger Event) 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 Agentaccounts, 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 Borrowers and the other Borrowers Loan Parties will cause or direct all cash to be transferred daily to Administrative Agentto, and or otherwise maintained in, accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest (except blocked account agreement and that upon the Term Loan Collateral Account (as defined in occurrence and during the Intercreditor Agreement)) in such accounts and all amounts held therein. If an Excess Availability Triggering Event occurs or an Event continuance of Default has occurred and is continuinga Cash Dominion Trigger Event, 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, Swingline Loans, LC Obligations, other amounts then due and payable and solely pursuant to the extent such proceeds are derived from ABL Priority Collateral consisting of equipmentthis Agreement, to repay the Acquisition Term Debtand, and (iii) if a Default or an Event of Default exists, to cash collateralize outstanding Letters of Credit in an amount equal to 103105% of the face amount thereof and (b) send notices as required under the Control Agreements to trigger full dominion of all such deposit accounts (“Cash Dominion”) which shall continue until the Default or Event of Default has been waived or Cure Date. Unless an Excess Availability Triggering Event or a Default or Event of Default has occurred and is continuing, the Administrative Agent waives Cash Dominion except for the Collection Accounts designated in the Accounts Side Letter. Prior to entering into any Term Loan Collateral Account (as defined in the Intercreditor Agreement), Borrowers shall provide at least ten (10) Business Days’ prior written notice thereof and shall deliver a form of Control Agreement whereby the Administrative Agent has a second-priority security interest in such deposit account and the cash held thereinthereof. With respect to any deposit accounts not maintained with Administrative Agent or its affiliate, Borrowers the Loan Parties shall maintain Control Agreements whereby Administrative Agent has a first-priority security interest in such blocked deposit accounts pursuant to lockbox and all amounts held therein blocked account arrangements reasonably acceptable to Administrative Agent with such banks as may be selected by the Borrowers Loan Parties and be reasonably acceptable to Administrative Agent; provided, that Administrative Agent hereby agrees that it shall not institute or otherwise require a Control Agreement control agreement and/or springing or blocked account agreement with regard to any Excluded Deposit Account or the Term Loan Collateral Account (as defined in the Intercreditor Agreement) employee payroll account maintained by any BorrowerLoan Party. Administrative Agent shall have control over and a Lien on all funds deposited in any springing or blocked account (other than Excluded Deposit Accounts)account, for the ratable benefit of Lenders, and, with respect to deposit accounts not maintained with Administrative Agent or its affiliate, the Borrowers Loan Parties shall obtain the agreement by such banks in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited (except to the extent of any such bank’s customary fees). Such lockbox and blocked account arrangements shall include irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts on a daily basis to an account of Administrative Agent for application on account of the Obligations to the extent provided for herein. At If at any time a Cash Dominion Trigger Event has occurred and is in existencecontinuing, Administrative Agent shall have the right to issue to any such banks irrevocable instructions directing such banks to remit all payments or other remittances received in the blocked accounts to an account of Administrative Agent for application on account of the Obligations as provided herein. Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.