Common use of Dominion Accounts Clause in Contracts

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 166 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 Xxxxxxx 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 event shall any Excluded Deposit Account be a Dominion Account, (ii) prior to the occurrence of a Cash Dominion Event, Loan Parties shall be permitted to freely operate their lockboxes and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to a Deposit Account Control Agreement or, with respect to any Deposit Account of a UK Loan Party, a floating charge and (iii) notwithstanding anything to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in favor of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Party.

Dominion Accounts. Each Until the Discharge of ABL Obligations (as defined in the Intercreditor Agreement), and subject to the Intercreditor Agreement, during any Cash Dominion Period, and the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations arising under the Revolver Loan Party Agreement 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 arising under the Revolver Loan Agreement 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 any New Loan PartyDeposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts”), which shall be exceed $2,000,000 for more than five Business Days, until the Discharge of ABL Obligations, and subject to the requirements set forth Intercreditor Agreement, the Obligors shall remit to Revolver Agent to be applied to the Obligations arising under the Revolver Loan Agreement an amount sufficient to cause such aggregate balance in Section 9.1.12) shall use commercially reasonable efforts all Deposit Accounts to obtain a Deposit Account Control Agreement establishing Agent’s control over and Lien on each lockbox or Deposit Account (other be less 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 166 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 Xxxxxxx 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$2,000,000. For the avoidance of doubt, (i) the Agent hereby agrees that except as may otherwise be provided in no event shall any Excluded Deposit Account be the Intercreditor Agreement, a Dominion Account, (ii) prior to notice regarding the occurrence commencement of a Cash Dominion Event, Loan Parties Period shall not be permitted delivered to freely operate their lockboxes and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to applicable depository bank under a Deposit Account Control Agreement oruntil such time as a Cash Dominion Period has occurred; provided, until the Discharge of ABL Obligations, and subject to the Intercreditor Agreement, that Deposit Accounts of the UK Guarantor shall be subject to the dominion and control of Revolver Agent at all times as set forth in Section 8.2.4. The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Agent and the Lenders are relying on the Obligors’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any Deposit Account accommodations of credit are being provided by the Agent and the Lenders to the Borrowers strictly on the basis of a UK Loan Party, a floating charge borrowing base calculation to fully support and (iii) notwithstanding anything to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in favor collateralize any such accommodations of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Partycredit hereunder.

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 166 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 Xxxxxxx 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 event shall any Excluded Deposit Account be a Dominion Account, (ii) prior to the occurrence of a Cash Dominion Event, Loan Parties shall be permitted to freely operate their lockboxes and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to a Deposit Account Control Agreement or, with respect to any Deposit Account of a UK Loan Party, a floating charge and (iii) notwithstanding anything to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in favor of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Party.. 170

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 166 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 Xxxxxxx 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 event shall any Excluded Deposit Account be a Dominion Account, (ii) prior to the occurrence of a Cash Dominion Event, Loan Parties shall be permitted to freely operate their 158 lockboxes and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to a Deposit Account Control Agreement or, with respect to any Deposit Account of a UK Loan Party, a floating charge and (iii) notwithstanding anything to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in favor of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Party.

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 166 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 Xxxxxxx 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 event shall any Excluded Deposit Account be a Dominion Account, (ii) prior to the occurrence of a Cash Dominion Event, Loan Parties shall be permitted to freely operate their lockboxes and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to a Deposit Account Control Agreement or, with respect to any Deposit Account of a UK Loan Party, a floating charge and (iii) notwithstanding anything to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in favor of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Party.. 173