Common use of Maintenance of Cash Management System Clause in Contracts

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 funds and financial assets constituting Collateral (other than Uncontrolled Cash) held in or credited to each DDA to be swept into the Concentration Account on a daily basis (or less frequently as agreed by the Administrative Agent). Uncontrolled Cash may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account.”

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 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 or a Specified Government Receivables Deposit 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 thereintherein (it being understood that the Administrative Agent shall not have a control over or a Lien on any Specified Government Receivables Deposit Account). 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, Collateral and (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 timeCash) 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 The Loan Parties shall have delivered deliver to the Administrative Agent Deposit Account Control Agreements for all of the DDAs of the Loan Parties (other than Excluded Accounts and Specified Government Receivables Deposit 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) The Lead Borrower will, or will cause each of the applicable Loan Parties to, request in writing and otherwise take reasonable steps to provide that all Account Debtors in respect of Specified Government Accounts that constitute Collateral forward payment directly to an account of the applicable Loan Party designated as a Specified Government Receivables Deposit Account on the applicable schedule to the Perfection Certificate (each a “Specified Government Receivables Deposit Account”). Without limiting the requirements of Sections 6.13(c)(i), 6.13(c)(ii) and 6.18(b), (i) each Loan Party that owns or originates Specified Government Accounts, shall establish and maintain appropriate Specified Government Receivables Deposit Accounts, (ii) each Loan Party that owns or originates Eligible Accounts, Eligible Self-Pay Accounts and Eligible 180-360 Days Accounts generated by Third Party Payors shall deliver to the Collateral Agent for each DDA into which such Eligible Accounts, such Eligible Self-Pay Accounts and such Eligible 180-360 Days Accounts are being deposited (including each Specified Government Receivables Deposit Account) established or maintained by such Loan Party, an agreement in form and substance satisfactory to the Collateral Agent, duly executed by such Loan Party and the applicable depositary bank providing for sweeps described in the following clause (iii) and will not, except as required by Law, allow for such provisions to be amended or waived in a manner adverse to the Lenders without the prior written consent of the Collateral Agent, (iii) by 10:00 a.m. (New York time) on each Business Day , each Loan Party will cause the entire available balance in each DDA referred to in the foregoing clause (ii) (including each Specified Government Receivables Deposit Account) to be transferred by ACH or book entry transfer to the Concentration Account and (iv) the Loan Parties will not transfer any funds out of any DDA referred to in the foregoing clause (ii) (including each Specified Government Receivables Deposit Account) except to the Concentration Account. (d) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all funds and financial assets constituting Collateral (other than Uncontrolled Cash) held in or credited to each DDA to be swept into the Concentration Account on a daily basis (or less frequently as agreed by the Administrative Agent). Uncontrolled Cash may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account”.”

Maintenance of Cash Management System. The Loan Parties will establish and maintain the cash management system (the “Cash Management System”) described below: (a) The applicable schedule Schedule 11 to the Perfection Certificate sets forth forth, as of the Closing Date, all DDAs maintained by the Loan PartiesParties (collectively, including the “Closing Date DDAs”, it being understood and agreed that the Closing Date DDAs shall (x) include the Dominion Account, all Dominion Specified Government Receivables Deposit Accounts and the Designated Account and (y) exclude all Designated Disbursement Accounts, in each case, in existence on the Closing Date). On or prior to the date that is 90 120 days after the Closing Date (or, unless a Cash Dominion Event Period 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 Collateral Agent’s control of of, and Lien on on, each such Closing Date DDA (other than an Excluded a Specified Government Receivables Deposit Account). Each Loan Party shall be the sole account holder of each Closing Date DDA, each New Account and each other DDA required under Section 6.16 to be subject to the Cash Management System (the Closing Date DDAs, together with the New Accounts and such other than an Excluded AccountDDAs, the “Specified DDAs”) and shall not allow any other Person (other than the Administrative Agent or the Collateral AgentAgent or, subject to the ABL Intercreditor Agreement, the Term Loan Collateral Agent or the trustees or other representatives of the Senior Secured Notes holders or other permitted secured Indebtedness) to have control over over, or a Lien on a on, any Specified DDA (other than an Excluded Account) or any property deposited therein. The Lead Borrower shall not, and therein (it being understood that the Administrative Agent shall not cause or permit have control over 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 requirementsSpecified Government Receivables Deposit Account). (b) Within 90 120 days after the Closing Date (or, unless a Cash Dominion Event Period 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 (i) Deposit Account Control Agreements for all of the Closing Date DDAs of the Loan Parties (other than Excluded Accountsany Specified Government Receivables Deposit Account), 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 and (ii) the sweep agreement described in Section 6.17(c)(iii) below for all of the Closing Date DDA that are Specified Governmental Receivables Deposit Accounts, in each case, duly executed by each applicable Loan Party and the applicable depositary bank in form and substance reasonably satisfactory to the Administrative Agent. (c) Within 120 days after the Closing Date (or, unless a Cash Dominion Period 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)), each Loan Party (i) shall cause, and otherwise take reasonable steps to provide that, all Account Debtors in respect of Specified Government Accounts owned or originated by such Loan Party forward payment directly to an account of the applicable Loan Party designated (either (x) on the Closing Date on Schedule 11 to the Perfection Certificate or (y) thereafter, by written notice to the Administrative Agent) as a “Specified Government Receivables Deposit Account” (each such account a “Specified Government Receivables Deposit Account”), (ii) shall, if such Loan Party owns or originates any Specified Government Accounts, establish and maintain appropriate Specified Government Receivables Deposit Accounts and an agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by such Loan Party and the applicable depositary bank providing for sweeps described in the following clause (iii) and shall not, except as required by Law, allow for such sweeps to be amended or waived without the prior written consent of the Administrative Agent, (iii) by 10:00 a.m. (or such later time as the Administrative Agent shall reasonably agree) on each Business Day, shall cause the entire available balance in each Specified Government Receivables Deposit Account to be transferred by ACH or book entry transfer to the Dominion Account, (iv) shall not transfer any funds out of any Specified Government Receivables Deposit Account except to the Dominion Account, (v) shall ensure that all Account Debtors in respect of Accounts (other than Specified Government Accounts) owned or originated by such Loan Party forward payment directly to a Specified DDA (other than a Specified DDA constituting a Specified Government Receivables Deposit Account) and (vi) shall ensure that (1) all Specified Government Receivables Deposit Accounts are kept separate and apart from all other DDAs, (2) no Account Debtor forwards payment to any Specified Government Receivables Deposit Account other than an Account Debtor which is a Government Authority forwarding payment in respect of a Specified Government Account, (3) no Accounts (other than Specified Government Accounts) are deposited or transferred into any Specified Government Receivables Deposit Account and (4) no Government Accounts are deposited into any deposit account other than a Specified Government Receivables Deposit Account. (d) Upon the occurrence and during the continuation of a Cash Dominion EventPeriod, the Loan Parties shall Administrative Agent may cause any and all funds and financial assets constituting Collateral (other than Uncontrolled Cash(i) cash that is identifiable proceeds of Term Loan/Notes Priority Collateral, (ii) proceeds of the Loans, including amounts on deposit in the Designated Account (except when the Designated Account is also the Dominion Account) and (iii) nominal amounts that are required by the applicable depository bank in the ordinary course of its business to be maintained in such DDA under the terms of the Loan Party’s arrangements with the bank at which such DDAs are maintained, which nominal amounts shall not exceed $250,000 in any individual DDA) held in or credited to each Specified DDA of a Loan Party to be swept into the Concentration Dominion Account on a daily basis (or less frequently as agreed by the Administrative Agent). Uncontrolled Upon Borrower’s request, the Administrative Agent shall promptly furnish written notice to each applicable depositary bank of any termination of a Cash Dominion Period. (e) During the continuance of a Cash Dominion Period, each Specified DDA (other than Specified Government Receivables Deposit Accounts) shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that, during the continuance of a Cash Dominion Period, (i) the Loan Parties have no right of withdrawal from the Specified DDAs (other than from any Designated Account (except when the Designated Account is also the Dominion Account) (it being understood that transfers among Specified DDAs required under this Section 6.17(c) or (h) shall be permitted), (ii) the funds on deposit in the Specified DDAs (including the Dominion Account) shall at all times be collateral security for all of the Secured Obligations and (iii) the funds on deposit in Specified DDA (including the Dominion Account, but not the Designated Account (except when the Designated Account is the Dominion Account)) shall be applied as provided in this Agreement, including pursuant to Section 2.05(b). (f) So long as no Cash Dominion Period is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the DDAs (except as limited by Section 6.17(c) or (h)), including the Dominion Account. The Administrative Agent and the other Secured Parties hereby acknowledge and agree that so long as no Cash Dominion Period is continuing the Loan Parties shall have the right to withdraw all funds remaining on deposit in any DDA (except as limited by Section 6.17(c) or (h)) or the Dominion Account and the Administrative Agent and Collateral Agent shall no longer be permitted to direct any depositary bank under any Deposit Account Control Agreement to ACH or wire transfer any funds and financial assets into the Dominion Account or any other account. (g) Any amounts received in any Specified DDA (including the Dominion Account) at any time after the Termination Date shall be remitted to the operating account of the Loan Parties maintained with the Administrative Agent or to an operating account otherwise designated by the Borrower. (h) The Borrower shall provide the Administrative Agent with no less than 30 days prior written notice of the closing or termination of any Specified DDA (a “Closed Specified DDA”), unless the Borrower or the applicable Loan Party shall have (x) transferred all funds from such Closed Specified DDA into another Specified DDA (and ceased transferring any funds from another Specified DDA into such Closed Specified DDA) and caused all Account Debtors paying into such Closed Specified DDA to forward payment directly to a different Specified DDA, in each case, prior to any such closure. The Borrower shall, and shall cause each applicable Loan Party to, no later than 60 days after the establishment or acquisition of any DDA or Securities Account after the Closing Date (other than a Designated Disbursement Account) into which proceeds from the Disposition of Inventory or other ABL Priority Collateral is remitted (a “New Account”) (or (x) if such New Account is established within 120 days after the Closing Date, the date that is the later of (A) 120 days after the Closing Date and (B) 60 days after the establishment thereof or (y) in the case of any such DDA acquired by, or owned by a Person or business that is acquired by and becomes, a Loan Party in connection with a Permitted Acquisition (or similar Investment), 120 days following the date of consummation of such Permitted Acquisition (or similar Investment)) (or, unless a Cash Dominion Period or an Event of Default has occurred, such later date as may be deposited into agreed by the Administrative Agent (such agreement not to be unreasonably withheld or delayed)), (i) take all actions necessary to establish the Collateral Agent’s control of, and Lien on, each such New Account (other than a Specified Government Receivables Deposit Account) and (ii) deliver to the Administrative Agent (x) Deposit Account Control Agreements for such New Account (other than any Specified Government Receivables Deposit Account) duly executed by the applicable Loan Party and the applicable depositary bank in form and substance reasonably satisfactory to the Collateral Agent or (y) the sweep agreement described in Section 6.17(c)(iii) above for such New Account (if such New Account is a Specified Governmental Receivables Deposit Accounts) duly executed by the applicable Loan Party and the applicable depositary bank in form and substance reasonably satisfactory to the Administrative Agent. (i) Any provision of this Section 6.17 to the contrary notwithstanding, the Borrower may maintain (A) DDAs and any other Deposit Account or Securities Account (and all cash, Cash Equivalents and other securities or investments held therein), the funds in which are specifically and exclusively used, in the ordinary course of business, for the payment of payroll, salaries and wages, workers’ compensation, benefits and similar expenses or taxes, including for withholding, and for third party escrow, customs and other fiduciary purposes or compliance with legal requirements (to the extent such legal requirements prohibit the granting of a Lien thereon), (B) DDAs and any other Deposit Account or Securities Account (and all cash, Cash Equivalents and other securities or investments held therein) which consist solely of (1) proceeds from the issuance or incurrence of Indebtedness (other than the Loans) or the issuance of Equity Interests (and warrants or options or stock appreciation or similar rights issued in respect of such Equity Interests), (2) proceeds from the sale or other Disposition of assets (other than ABL Priority Collateral) and/or (3) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL Priority Collateral) and (C) an amount not to exceed $1,000,000 for each individual account and $5,000,000 in the aggregate that is on deposit in a segregated DDA account or accounts which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled uncontrolled cash account” (the DDAs and other assets described in the foregoing clauses (A) through (C) each being referred to herein as a “Designated Disbursement Account”) that are not part of the Cash AccountManagement System and, which DDAs and other Deposit Accounts or Securities Accounts (and any cash, Cash Equivalents and other securities or investments held therein) are not required to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement.”

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 90 180 days after the Closing Date (or, with respect to the Coram Concentration Account, 30 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)Agent), 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 or a Specified Government Receivables Deposit 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 thereintherein (it being understood that the Administrative Agent shall not have a control over or a Lien on any Specified Government Receivables Deposit Account). 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, Collateral and (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 timeCash) 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 90 180 days after the Closing Date (or, with respect to the Coram Concentration Account, 30 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)Agent), 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 and Specified Government Receivables Deposit 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) 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), the Lead Borrower will, or will cause each of the applicable Loan Parties to, request in writing and otherwise take reasonable steps to provide that, within 180 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), all Account Debtors in respect of Specified Government Accounts that constitute Collateral forward payment directly to an account of the applicable Loan Party designated as a Specified Government Receivables Deposit Account on the applicable schedule to the Perfection Certificate (each a “Specified Government Receivables Deposit Account”). Without limiting the requirements of Sections 6.13(c)(i), 6.13(c)(ii) and 6.18(b), (i) each Loan Party that owns or originates Specified Government Accounts, shall establish and maintain appropriate Specified Government Receivables Deposit Accounts within the timeframe provided in the preceding sentence, (ii) within 180 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), each Loan Party that owns or originates Eligible Accounts generated by Third Party Payors shall deliver to the Collateral Agent for each DDA into which such Eligible Accounts are being deposited (including each Specified Government Receivables Deposit Account) established or maintained by such Loan Party, an agreement in form and substance satisfactory to the Collateral Agent, duly executed by such Loan Party and the applicable depositary bank providing for sweeps described in the following clause (iii) and will not, except as required by Law, allow for such provisions to be amended or waived in a manner adverse to the Lenders without the prior written consent of the Collateral Agent, (iii) by 10:00 a.m. (New York time) on each Business Day (commencing with the sixth Business Day following the Closing Date (or, with respect to Coram Accounts, the 181st day following 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), each Loan Party will cause the entire available balance in each DDA referred to in the foregoing clause (ii) (including each Specified Government Receivables Deposit Account) to be transferred by ACH or book entry transfer to the Concentration Account and (iv) after the fifth Business Day following the Closing Date (or, with respect to Coram Accounts, the 180 th day following 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), the Loan Parties will not transfer any funds out of any DDA referred to in the foregoing clause (ii) (including each Specified Government Receivables Deposit Account) except to the Concentration Account. (d) Upon the occurrence and during the continuation of a Cash Dominion Event, the Loan Parties shall cause any and all funds and financial assets constituting Collateral (other than Uncontrolled Cash) held in or credited to each DDA to be swept into the Concentration Account on a daily basis (or less frequently as agreed by the Administrative Agent). Uncontrolled Cash may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account”.”

Maintenance of Cash Management System. The Loan Parties will establish and maintain the cash management system described below: (a) The applicable schedule Schedule 13 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 Period 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 Collateral 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, the Collateral Agent or the Cash Flow Collateral Agent) to have control over or a Lien on a DDA (other than an Excluded Account) or any property deposited therein. The Lead U.S. 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 that is identifiable proceeds of Cash Flow Priority Collateral and deposited into a Collateral Proceeds Account 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 $20,000 500,000 as to any individual DDA or $200,000 2,000,000 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 Period 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 EventPeriod, the Loan Parties shall cause any and all funds and financial assets constituting Collateral (other than Uncontrolled Cashcash that is identifiable proceeds of Cash Flow Priority Collateral and deposited into a Collateral Proceeds Account) held in or credited to each DDA to be swept into the Concentration Dominion Account on a daily basis (or less frequently as agreed by the Administrative Agent). Uncontrolled Cash may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account.”