Common use of Establishment of a Lockbox Account, Dominion Account Clause in Contracts

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the Collateral of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrowers Borrower into either (i) a lockbox account, dominion account or such other “"blocked account” " (“"Blocked Accounts”") established at Agent (a bank or banks (each such bank, a “"Blocked Account Bank”") pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent Borrower and be acceptable to Agent or (ii) depository accounts (“"Depository Accounts”") established at the Agent for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the Collateral property of Agent and Borrowing Agent Borrower shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to Agentdeposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrowers Borrower into either (i) a lockbox account, dominion account or such other “"blocked account” " (“"Blocked Accounts”") established at a bank or banks (each such bank, a “"Blocked Account Bank”") pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent Borrower and be acceptable to Agent Term B Lender or (ii) depository accounts (“"Depository Accounts”") established at the Agent Term B Lender for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent Term B Lender and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent Term B Lender directing such Blocked Account Bank to transfer such funds so deposited to AgentTerm B Lender, either to any account maintained by Agent Term B Lender at said Blocked Account Bank or by wire transfer to appropriate account(s) of AgentTerm B Lender. All funds deposited in such Blocked Accounts shall immediately become the Collateral property of Agent Term B Lender and Borrowing Agent Borrower shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to Agentdeposited. Neither Agent nor any Term B Lender assumes does not assume any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.

Establishment of a Lockbox Account, Dominion Account. All Following the occurrence and during the continuance of an Event of Default, all proceeds of Collateral (except as set forth in Section 4.15(j) below) shall shall, at the direction of Lender, be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) as Lender may require pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrowing Agent Borrowers and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit Lender. Borrowers shall issue to any such bank, an irrevocable letter of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent instruction directing such Blocked Account Bank said bank to transfer such funds so deposited to AgentLender, either to any account maintained by Agent Lender at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of AgentLender. All funds deposited in such Blocked Accounts shall immediately become the Collateral property of Agent Lender and Borrowing Agent Borrower shall obtain the agreement by such Blocked Account Bank bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to Agentdeposited. Neither Agent nor any Lender assumes shall not assume any responsibility for such blocked account Blocked Accounts arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. All Alternatively, Lender may establish depository accounts (“Depository Accounts”) in the name of Lender at a bank or banks for the deposit accounts of such funds and investment accounts Borrowers shall deposit all proceeds of each Borrower and its Subsidiaries as Collateral or cause same to be deposited, in kind, in such Depository Accounts of Lender in lieu of depositing same to the Closing Date are set forth on Schedule 4.15(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writingBlocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrowers Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing in its Permitted Discretion which, among other things, provides that such Blocked Account Bank to shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent; provided, however, that no such deposit account control agreement shall be required with respect to any account so long as the balance in each such account does not exceed $2,500 at any time. All funds deposited in such Blocked Accounts shall immediately become subject to the Collateral exclusive control of Agent and Borrowing Agent Agent. Borrower shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to except as otherwise agreed by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrowers into either (i) a lockbox accountlockbox, dominion deposit, disbursement or similar account or such other “blocked account” (“Blocked Controlled Accounts”) established at a bank or banks (each such bank, a “Blocked Controlled Account Bank”) pursuant ), which Controlled Accounts shall be subject to an arrangement a “springing” or “with such Blocked Account Bank as may be selected by Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account activation” cash dominion control agreement in form and substance reasonably satisfactory to Administrative Agent directing (each such Blocked control agreement, a “Control Agreement”), or (ii) depository accounts established at Administrative Agent (“Depository Accounts”) for the deposit of such proceeds. Upon the occurrence of a Cash Dominion Event, Administrative Agent shall give notice to each Controlled Account Bank that it is exercising its right of control over the Controlled Account under the applicable Control Agreement, and after the date of such notice, (y) Borrowers shall not be permitted to transfer withdraw or direct the withdrawal of proceeds from such Controlled Accounts or give any instructions whatsoever concerning disposition of the proceeds in the Controlled Accounts, and (z) any funds so deposited in Controlled Accounts or in any Depository Account shall be transferred and shall continue to Agent, either be transferred to any account maintained by Administrative Agent at said Blocked Account Bank or by wire transfer for application to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the Collateral of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited on terms reasonably acceptable to AgentObligations. Neither Administrative Agent nor any Lender assumes any responsibility for such blocked account Controlled Account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Controlled Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). ; provided, that Borrowers will not establish may amend Schedule 4.15 so long as such amendment occurs by written notice to the Administrative Agent prior to the opening of such account and so long as, at the time of the opening of any deposit accounts after such accounts, the Closing Date applicable Borrower shall have entered into a Control Agreement with anyone other than respect to such additional account(s) with the Administrative Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.the applicable Controlled Account Bank