Maintenance of Cash Management System. (i) In accordance with Section 2.18 of this Agreement, establish and maintain a cash management system on terms reasonably acceptable to the Agent and (ii) continue to maintain one or more Collection Accounts to be used by the Borrower as its principal concentration account for day-to-day operations conducted by the Borrower.
Maintenance of Cash Management System. The Loan Parties will establish and maintain the cash management system described below:
(a) The applicable schedule to the Perfection Certificate sets forth all DDAs maintained by the Loan Parties, including all Dominion Accounts. On or prior to the date that is 90 days after the Closing Date (or, unless a Cash Dominion Event or Event of Default has occurred, such later date as may be agreed to by the Administrative Agent (such agreement not to be unreasonably withheld or delayed)), each Loan Party shall take all actions necessary to establish the Administrative Agent’s control of and Lien on each such DDA (other than an Excluded Account). Each Loan Party shall be the sole account holder of each DDA (other than an Excluded Account) and shall not allow any other Person (other than the Administrative Agent or the Collateral Agent) to have control over or a Lien on a DDA (other than an Excluded Account) or any property deposited therein. The Lead Borrower shall not, and shall not cause or permit any of its Restricted Subsidiaries to, accumulate or maintain cash (other than (i) cash that is not proceeds of any Collateral, (ii) Uncontrolled Cash and (iii) nominal amounts which are required to be maintained in such DDA under the terms of the Borrowers’ arrangements with the bank at which such DDAs are maintained, which nominal amounts shall not exceed $20,000 as to any individual DDA or $200,000 in the aggregate for all DDAs at any time) in the Excluded Accounts as of any date of determination in excess of checks outstanding against such Accounts as of the date and amounts necessary to meet minimum balance, near-term funding requirements or near-term operating requirements.
(b) Within 90 days after the Closing Date (or, unless a Cash Dominion Event or an Event of Default has occurred, such later date as may be agreed to by the Administrative Agent (such agreement not to be unreasonably withheld or delayed)), the Loan Parties shall have delivered to the Administrative Agent Deposit Account Control Agreements for all of the DDAs of the Loan Parties (other than Excluded Accounts), in each case duly executed by each applicable Loan Party and the applicable depositary bank and opinion of counsel (which may contain customary qualifications and exclusions) with respect thereto in form and substance reasonably satisfactory to the Collateral Agent.
(c) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all fund...
Maintenance of Cash Management System. Maintain a cash management system satisfactory to the Lender, pursuant to which all collections of the Credit Parties would be deposited into accounts maintained with the Lender or with third-party institutions, governed by account control agreements to which Lender, the applicable third-party institution and the applicable Credit Party(ies) are parties (“blocked accounts”). Such cash management system would permit the Lender to exercise full dominion over any and all blocked accounts, whether maintained with the Lender or any other third-party institution, in the event (i) that an Event of Default occurs and is continuing or (ii) Unused Availability declines below $2,000,000 at any time (an event under clause (i) or (ii), a “Dominion Trigger Event”). Upon the occurrence of a Dominion Trigger Event, full dominion by the Lender over cash collections of the Credit Parties shall commence and continue and remain in effect (x) if the Dominion Trigger Event arises under clause (i) above, until all Events of Default have been cured or waived, (y) if the Dominion Trigger Event arises under clause (ii) above, until Unused Availability is equal to or greater than $2,000,000 for ninety (90) consecutive days, in which case a Dominion Trigger Event shall no longer be deemed to be continuing and (z) if Dominion Trigger Events occur under both clauses (i) and (ii) above, then until both events set forth in clauses (x) and (y) above have occurred.”
(E) Section 12.5 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Maintenance of Cash Management System. (a) Maintain, and cause each of the other Loan Parties to maintain, all Cash Collateral Accounts with Xxxxx Fargo Bank or another commercial bank located in the United States (in the case of the U.S. Loan Parties) or Canada (in the case of the Canadian Loan Parties), and the Loan Parties shall cause such commercial bank to accept the assignment of such accounts to the Collateral Agent for the benefit of the Secured Parties pursuant to the terms of the Security Agreement and to enter into the appropriate Depositary Bank Agreements with the Collateral Agent.
(b) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all funds and financial assets held in or credited to each deposit account and each securities account to be swept into the Canadian Payment Account or the U.S. Payment Account, as applicable, on a daily basis (or at other frequencies as agreed by the Administrative Agent), in each case in accordance with the Security Agreements.
Maintenance of Cash Management System. Maintain a cash management system on terms reasonably acceptable to the Initial Lenders, it being acknowledged that the Cash Management System of the Borrower as in effect on the Effective Date is reasonably acceptable to the Initial Lenders.
Maintenance of Cash Management System. Maintain a cash management system on terms reasonably acceptable to the Initial Lenders (it being acknowledged that the Cash Management System of the Borrower as in effect on the Closing Date is reasonably acceptable to the Lenders) in accordance with Section 2.17 of this Agreement. Continue to maintain one or more Concentration Accounts to be used by the Borrower as its principal concentration account for day-to-day operations conducted by the Borrower.
Maintenance of Cash Management System. (a) The applicable schedule to the Perfection Certificate sets forth all Deposit Accounts maintained by the Loan Parties, including all Dominion Accounts. On or prior to the date that is 60 days after the Closing Date, or such later date as may be agreed by the Agents in their sole discretion, each Loan Party shall take all actions necessary to establish the Collateral Agent’s control of and Lien on each such Deposit Account (other than an Excluded Account). Each Loan Party shall be the sole account holder of each Deposit Account (other than an Excluded Account) and shall not allow any other Person (other than the Administrative Agent) to have control over or a Lien on a Deposit Account (other than an Excluded Account) or any property deposited therein.
(b) Within sixty (60) days after the Closing Date, or such later date as may be agreed to by the Agents in their sole discretion, the Loan Parties shall have delivered to the Collateral Agent Deposit Account Control Agreements, Securities Account Control Agreements and Commodities Account Control Agreements for all of the Deposit Accounts, Securities Accounts and Commodities Accounts, respectively, of the Loan Parties (other than Excluded Accounts), duly executed by each applicable Loan Party and the applicable depositary bank or securities intermediary.
(c) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all funds and financial assets held in or credited to each deposit account and each securities account to be swept into the Payment Account on a daily basis (or at other frequencies as agreed by the Collateral Agent).
Maintenance of Cash Management System. The Borrower will maintain and, to the extent practicable, will cause each of its Subsidiaries to maintain, all of its significant operating accounts and demand deposit accounts used for paying and receiving purposes in the ordinary course of its business with the New Cash Management Bank, any of the Existing Cash Management Banks, any of the Lenders which is a commercial bank or any Affiliate of any Lender which is a commercial bank or any other commercial bank acceptable to the Administrative Agent and the Majority Lenders, in each case, which agrees to be bound by the terms of this Agreement in writing. In connection with the foregoing, the Borrower will, to the extent practicable, cause substantially all of its available operating funds to be concentrated, on a daily basis, in a concentration account which shall at all times be maintained with the New Cash Management Bank.
Maintenance of Cash Management System. (a) The applicable schedule to the Perfection Certificate sets forth all Deposit Accounts maintained by the Loan Parties, including all Dominion Accounts. Each Loan Party shall be the sole account holder of each Deposit Account (other than an Excluded Account) and shall not allow any other Person (other than the Administrative Agent) to have control over or a Lien on (except for any nonconsensual Liens permitted under Section 7.01(m) or (u)) a Deposit Account (other than an Excluded Account) or any property deposited therein.
(b) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all funds and financial assets held in or credited to each deposit account and each securities account to be swept into the U.S. Payment Account or Canadian Payment Account, as applicable, on a daily basis (or at other frequencies as agreed by the Administrative Agent).
Maintenance of Cash Management System. (i) Schedule of DDAs. Schedule 5.19(a)(i) attached hereto sets forth all DDAs maintained by the Loan Parties as of the Closing Date, including with respect to each depository, (i) the name of such depository, (ii) the type of account(s) maintained with such depository, and (iii) the account number(s) maintained with such depository.
