Cash Dominion Period. All proceeds of ABL Priority Collateral shall be deposited by the Credit Parties in accordance with Section 5.17(b). Promptly after the Third Amendment Effective Date, the Collateral Agent shall deliver Activation Notices and otherwise instruct each depositary bank of any Credit Party that is party to a Control Agreement (including PNC Bank) to transfer on each Business Day (or with such other frequency as shall be specified by the Administrative Agent) to an Administrative Agent Account all funds then on deposit in the deposit accounts subject to such Control Agreement. On each Business Day immediately following the day of receipt by the Administrative Agent of any funds pursuant to a transfer referred to above, the Administrative Agent shall apply all funds so received first to prepay any outstanding Protective Advances, second to prepay any outstanding Swing Line Loans, third to prepay any outstanding Revolving Loans (without a corresponding reduction in Revolving Commitments), fourth to Cash Collateralize any outstanding Letter of Credit Usage in accordance with Section 2.4(l) and, following such application thereof, shall remit the remaining funds so received, if any, to the Borrower; provided that upon the occurrence and during the continuance of an Event of Default, all funds so received shall be applied in accordance with Section 2.16(f) (and, pending such application, may be held as Cash Collateral). The Credit Parties hereby direct the Administrative Agent to apply the funds as so specified and authorize the Administrative Agent to determine the order of application of such funds as among the individual Borrowings and items of Letter of Credit Usage. For the avoidance of doubt, funds used to reduce outstanding amounts may be reborrowed, subject to satisfaction of the conditions set forth in Section 3.2 and the other terms hereof.
Cash Dominion Period. If a Cash Dominion Period has occurred and is continuing, the Agent will cause all funds deposited into any Blocked Account to be credited on a daily basis to the Loan Account, conditional upon final collection, unless the Agent otherwise at any time and from time to time, in its Permitted Discretion, deems itself insecure in regard to one or more or all such payments, in which case, such funds shall be applied to the Obligations in such order as the Agent shall elect. Credit will be given only for funds received prior to 4:00 p.m. (New York time) by the Agent in any Blocked Account. In all cases, the Blocked Accounts will be credited only with the net amounts actually received in payment of their Receivables. So long as no Cash Dominion Period is in effect, the Loan Parties may direct the manner of disposition of funds in their respective Blocked Accounts.
Cash Dominion Period. At all times after the commencement and during the continuance of a Cash Dominion Period, and notification thereof by the Administrative Agent to MKS (subject to the provisions of Section 6.11(b)), on each Business Day the Administrative Agent shall apply all immediately available funds credited on behalf of the Borrowers to a Payment Account or such other account directed by the Administrative Agent pursuant to Section 6.11(b) in accordance with first, clauses FIRST through SIXTH of Section 8.03(a) (but disregarding Reported Cash Management Obligations and Reported Swap Secured Obligations), second, if an Event of Default exists, clause SEVENTH of Section 8.03(a) and third, in accordance with clauses NINTH and TENTH of Section 8.03(a).
Cash Dominion Period. On each Business Day during any Cash Dominion Period, the Administrative Agent shall apply all funds credited to the Concentration Account the previous Business Day (whether or not immediately available) as follows (except as set forth in Section 5.3(c)): first, to repay the outstanding principal amount of the Swingline Loans and Protective Advances until such Swingline Loans and Protective Advances have been repaid in full; second, to repay the outstanding principal balance of the Loans until such Loans shall have been repaid in full; third, to cash collateralize Letters of Credit Outstanding at one hundred percent (100%) and then to any other Obligation then due and payable.
Cash Dominion Period. The Collateral Trustee may send to each bank or securities intermediary party to any Deposit Account Control Agreement or Securities Account Control Agreement a notice terminating the rights of such Grantor to originate any entitlement orders or instructions directing disposition of funds. In addition, the Collateral Trustee agrees (i) to send such notices described above only if a Priority Lien Default has occurred and is continuing and (ii) to send notices to such banks and securities intermediaries revoking such notices described above if such Priority Lien Default has been cured.
Cash Dominion Period. Upon the commencement and during the continuance of a Cash Dominion Period, (i) the Administrative Agent may (but shall not be required to) instruct each depositary bank of any Credit Party that is party to a Control Agreement to transfer on each Business Day (or with such other frequency as shall be specified by the Administrative Agent) to an Administrative Agent Account all funds then on deposit in the deposit accounts subject to such Control Agreement; and (ii) on each Business Day immediately following the day of receipt by the Administrative Agent of any funds pursuant to a transfer referred to in clause (i) above, the Administrative Agent shall apply all funds so received first to prepay any outstanding Protective Advances, second to prepay any outstanding Swing Line Loans, third to prepay any outstanding Revolving Loans (without a corresponding reduction in Revolving Commitments), fourth to Cash Collateralize any outstanding Letter of Credit Usage in accordance with Section 2.4(h) and, following such application thereof, shall remit the remaining funds so received, if any, to the Borrower; provided that, upon the occurrence and during the continuance of an Event of Default, all funds so received shall be applied in accordance with Section 2.16(f) (and, pending such application, may be held as Cash Collateral). The Credit Parties hereby direct the Administrative Agent to apply the funds as so specified and authorize the Administrative Agent to determine the order of application of such funds as among the individual Borrowings and items of Letter of Credit Usage. For the avoidance of doubt, funds used to reduce outstanding amounts may be reborrowed, subject to satisfaction of the conditions set forth in Section 3.2 and the other terms hereof.
Cash Dominion Period. The definition of “Cash Dominion Period” set forth in Schedule 1.1 of the Credit Agreement is hereby replaced with the following:
Cash Dominion Period. (a) As of the Eleventh Amendment Effective Date, Borrowers confirm, acknowledge and agree that (i) a Cash Dominion Trigger Event has occurred and Borrowers have, and shall be deemed to have, received notice thereof from Agent and (ii) the Cash Dominion Period is in effect. Borrowers shall remit on a daily basis all amounts in the Controlled Accounts (as defined in the Guaranty and Security Agreement) and all merchandise and other collection accounts to the Agent’s Account; provided, that, as an accommodation to Borrowers, Agent and Lenders agree that the full implementation of the remittance of amounts in the merchandise and other collection accounts may take until the date that is sixty (60) days after the Eleventh Amendment Effective Date (unless such date is extended by Agent in its sole discretion without the consent of Lenders). For the avoidance of doubt, effective as of the Eleventh Amendment Effective Date, Borrowers shall remit all amounts in the Controlled Accounts to the Agent’s Account.
Cash Dominion Period. If a Cash Dominion Period has occurred and is continuing, Agent will cause all funds deposited into the Collections Account to be credited on a daily basis to the Loan Account, conditional upon final collection, and such funds shall be applied to the Obligations in such order as Agent shall elect. Credit will be given only for funds received prior to 4:00 p.m. (New York time) by Agent in the Collections Account. In all cases, the Collection Account will be credited only with the net amounts actually received in payment of its Receivables. So long as no Cash Dominion Period is in effect, the Loan Parties may direct the manner of disposition of funds in the Collections Account.
Cash Dominion Period. The definition of “Cash Dominion Period” in Section 1.1 of the Credit Agreement is hereby amended by deleting clause (b) in its entirety and replacing it with the following: “(b) commencing on the date that Excess Availability, after deducting therefrom the amount set forth in Section 7(a) of this Agreement (the “Availability Block”), is less than $1,000,000 and ending on the date that Excess Availability, after deducting therefrom the Availability Block, has been greater than $1,000,000 for any consecutive sixty (60) day period thereafter; provided, that, a Cash Dominion Period may not end as contemplated by this clause (b) more than two (2) times during the term of this Agreement.”
