Maintenance of Controlled Accounts. Within 90 days after the Closing Date (or such later date as the Administrative Agent agrees to in writing in its sole discretion), the Loan Parties will establish and thereafter maintain their primary United States depository, treasury account and cash management relationship with the Administrative Agent or its Affiliates (the “Post-Closing Cash Management Deadline”); provided, for avoidance of doubt, that the Loan Parties may maintain other Cash Management Services or Swap Agreements with any Lender or its Affiliate. Subject to the Post-Closing Cash Management Deadline, the Loan Parties shall cause or direct all of their cash, including proceeds of Collateral and cash maintained in each of their respective deposit accounts, but excluding cash maintained in Excluded Accounts and up to $3,000,000 of additional cash, to be transferred daily to, or otherwise maintained in, one or more Controlled Accounts. For the avoidance of doubt, nothing herein shall require the repatriation of any cash by the Hong Kong Guarantor to the United States, except during the continuance of a Cash Dominion Trigger Period. At all times during the continuance of a Cash Dominion Trigger Period, the Administrative Agent shall require that all cash (net of such minimum balance as may be required by the depository bank and reasonably acceptable to the Administrative Agent) held in any Controlled Account be swept on a daily basis to be applied by the Administrative Agent to repay outstanding Revolving Loans, Swingline Loans, Unreimbursed Amounts in respect of Letters of Credit, other amounts then due and payable, and, if an Event of Default has occurred and is continuing, to Cash Collateralize any other outstanding L/C Obligations in an amount equal to the Minimum Collateral Amount with respect thereto. Any prepayments of outstanding Loans made under this Section shall be made in such a manner that minimizes, to the extent reasonably practicable, any additional amounts required under Section 3.5. The Administrative Agent shall have control over and a Lien on all funds deposited in any Controlled Account, for the ratable benefit of Lenders, and, whether such Controlled Account is maintained with the Administrative Agent or its Affiliate or with an Approved Depository or Approved Intermediary (as each such term is defined in the Security Agreement), the Loan Parties shall obtain a Control Agreement in favor of the Administrative Agent.
Maintenance of Controlled Accounts. The Loan Parties will maintain their primary depository, treasury account and cash management relationship (other than with respect to Excluded Accounts) with an Approved Depository (as such term is defined in the Security Agreement). Upon the occurrence and during the continuance of a Cash Dominion Trigger Period, Administrative Agent may require that all cash held in any Controlled Account be swept on a daily basis to be applied by the Administrative Agent to repay outstanding Revolving Loans and other amounts then due and payable. The Administrative Agent shall have control over and a Lien on all funds deposited in any Controlled Account, for the ratable benefit of Lenders, and, whether such Controlled Account is maintained with the Administrative Agent or its affiliate or with an Approved Depository or Approved Intermediary (as each such term is defined in the Security Agreement), the Loan Parties shall obtain a Control Agreement in favor of the Administrative Agent. The Loan Parties shall not maintain any deposit accounts (other than Excluded Accounts) which are not Controlled Accounts.
Maintenance of Controlled Accounts. (a) Cause all depository, operating, investment and other accounts of the Loan Parties (in each case other than payroll, withholding tax and other fiduciary accounts) to continue to be subject to control agreements that are in favor of (or deemed to be in favor of) and reasonably acceptable to the Agent (accounts subject to such control agreements referred to herein as the "Control Agreement Accounts") and (b) continue to maintain with JPMorgan Chase (or, if approved in writing by the Agent, any of its Affiliates) an account or accounts to be used by the Loan Parties as their overnight investment account or other holding account for daily excess funds ("Collateral Agent Accounts"). Control Agreement Accounts, Collateral Agent Accounts, the Letter of Credit Account and the Escrow Account are collectively referred to herein as the "Collateral Accounts". It is hereby agreed by each of the parties hereto that control agreements covering depository, operating, investment and other accounts of the Loan Parties that are in favor of the Pre-Petition Collateral Agent shall be deemed for purposes of this Agreement and the other Loan Documents to be in favor of the Agent.
