Dominion Accounts. Each Loan Party (other than any New Loan Party, which shall be subject to the requirements set forth in Section 9.1.12) shall use commercially reasonable efforts to obtain a Deposit Account Control Agreement establishing Agent’s control over and Lien on each lockbox or Deposit Account (other than Excluded Deposit Accounts) (or equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts, become a fixed charge lien) as soon as reasonably practicable following the Closing Date and, in any event, within 120 days after the later of the Closing Date and the establishment of such account (or such later date as Agent shall reasonably agree). If a Loan Party is unable to obtain a Deposit Account Control Agreement (or equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts, become a fixed charge lien) with respect of any lockbox or Deposit Account (other than Excluded Accounts) within such time, such Loan Party shall move such lockbox or Deposit Account to Agent or such other bank which will provide a Deposit Account Control Agreement (or equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts, become a fixed charge lien). If a Dominion Account is not maintained with Bank of America, Agent may (or shall at the request of the Required Lenders), during the existence of any Cash Dominion Event, require immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to any Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. For the avoidance of doubt, (i) in no even...
Dominion Accounts. (a) The Borrower and the other Loan Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien on the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent nor any Lender assumes any responsibility to the Borrower or any other Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank.
Dominion Accounts. During any Cash Dominion Period, the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations at the beginning of the next Business Day; provided that, notwithstanding anything to contrary set forth herein, at all times (regardless of whether a Cash Dominion Period is in effect), the ledger balances in all Dominion Accounts maintained by the UK Guarantor shall be applied to the Obligations at the beginning of the next Business Day. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists. If, at any time a Cash Dominion Period shall not be in effect, the aggregate balance of all cash held in all Deposit Accounts of Obligors (including all Dominion Accounts and all Excluded Deposit Accounts (other than (x) Deposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts” and (y) the CARES Account), shall exceed $2,000,000 for more than five Business Days, the Obligors shall remit to Agent to be applied to the Obligations an amount sufficient to cause such aggregate balance in all Deposit Accounts to be less than $2,000,000. For the avoidance of doubt, the Agent hereby agrees that a notice regarding the commencement of a Cash Dominion Period shall not be delivered to the applicable depository bank under a Deposit Account Control Agreement until such time as a Cash Dominion Period has occurred; provided that Deposit Accounts of the UK Guarantor shall be subject to the dominion and control of Agent at all times as set forth in Section 8.2.4.
Dominion Accounts. Agent shall have received duly executed Deposit Account Control Agreements with respect to each deposit account maintained by Loan Parties at RBS on the Closing Date (other than Excluded Deposit Accounts).
Dominion Accounts. In addition to payments of the Obligations made (or deemed made) by Borrowers pursuant to subsection (A) hereinabove, each of the Borrowers shall also be obliged to establish a Dominion Account into which all Proceeds of Accounts, Inventory and other Collateral of each Borrower shall be deposited as and when received by Borrower. Each such Dominion Account shall be opened with a Depository Bank or, subject to Lender's approval, a bank selected by a Borrower, but satisfactory to Lender, which bank shall agree to a Bank Agency Agreement. Collected funds deposited to each Dominion Account shall be disbursed therefrom on a daily basis, FIRST, to the corresponding Lender's Account, thereupon to be applied in payment of that portion (if any) of the corresponding Obligations then outstanding, as prescribed in subsection (C) below, and, NEXT, as to any balance remaining, to the Controlled Disbursement Account (unless a Borrower otherwise directs Lender to apply such proceeds); PROVIDED, HOWEVER, that, notwithstanding the foregoing, if (i) an Overadvance has occurred or would occur, but for the direct application of a greater amount (or all) of such proceeds to the Obligations, Lender may apply such proceeds accordingly to reduce or avoid such Overadvance; or (ii) a Default or Event of Default has occurred and is continuing, Lender may cause any portion or all of such proceeds to be remitted directly to one or more Lender's Accounts for application to the Obligations in the manner specified in subsection (C) below. Each Borrower shall provide Lender with copies of all bank statements which it receives relative to each Dominion Account from any bank (other than from Depository Bank) as soon as practicable but in any event within ten (10) days from the date each such statement is received by such Borrower, and shall provide Lender with a reconciliation report with respect to each such bank statement for each such account as soon as practicable after such Borrower's receipt of each such bank statement but in any event within twenty (20) days from the date of such receipt.
Dominion Accounts. During any Cash Dominion Period, the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations at the beginning of the next Business Day. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists. If, at any time a Cash Dominion Period shall not be in effect, the aggregate balance of all cash held in all Deposit Accounts of Obligors (including all Dominion Accounts and all Excluded Deposit Accounts (other than Deposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts”) shall exceed $2,000,000 for more than five Business Days, the Obligors shall remit to Agent to be applied to the Obligations an amount sufficient to cause such aggregate balance in all Deposit Accounts to be less than $2,000,000. For the avoidance of doubt, the Agent hereby agrees that a notice regarding the commencement of a Cash Dominion Period shall not be delivered to the applicable depository bank under a Deposit Account Control Agreement until such time as a Cash Dominion Period has occurred.
Dominion Accounts. On or prior to the 60th day following the Closing Date, each Borrower that does not as of the Closing Date maintain separate collection and disbursement accounts at a depository bank shall maintain a Dominion Account as contemplated by subsection 6.2.4 with such bank or banks previously identified by Borrowers and acceptable to Administrative Agent, all in a manner consistent with that discussed between Borrowers and Administrative Agent prior to the Closing Date.
Dominion Accounts. To the extent required by Agent, Agent shall have received the duly executed agreements establishing each Dominion Account, in each case with a financial institution acceptable to Agent for the collection or servicing of the Accounts.
Dominion Accounts. The ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day. Any resulting credit balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists.
Dominion Accounts. (a) The Loan Parties shall establish and maintain Dominion Accounts, in each case pursuant to lockbox or other arrangements in form and substance reasonably satisfactory to the Administrative Agent. The Loan Parties shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent, from each lockbox servicer and Dominion Account bank, establishing the Collateral Agent’s control over and first priority perfected Lien in the lockbox or Dominion Account and requiring the prompt deposit of all remittances received in any lockbox to a Dominion Account. If a Dominion Account is not maintained with BofA, the Administrative Agent may, during any Dominion Trigger Period, require prompt transfer of all funds in such account to a Dominion Account maintained with BofA. The Administrative Agent and the Lenders assume no responsibility to the Loan Parties for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. During any time when a Dominion Trigger Period is not in effect, the Loan Parties shall be entitled to move funds from each Dominion Account to any other accounts of the Loan Parties and their Subsidiaries as the Loan Parties may designate, which funds may be used for any purpose not prohibited by this Agreement.
