Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. The Borrowers shall maintain Dominion Accounts pursuant to arrangements acceptable to the Agent. The Borrowers shall obtain an agreement (in form and substance satisfactory to the Agent) from any lockbox servicer utilized by a Borrower or the depository institution maintaining a Dominion Account (to the extent such depository institution is not the Agent), establishing the Agent’s control over and Lien in such lockbox or Dominion Account, under which the Agent may give written notice at any time during a Triggered Activation Period or after the occurrence of an Event of Default, requiring immediate deposit of all remittances received in such lockbox to a Dominion Account or immediate transfer of all funds in such Dominion Account to the Agent for application to the Obligations, as applicable, and waiving offset rights of such servicer or bank against any funds collected in such lockbox or deposited into such Dominion Account, except offset rights for customary administrative charges. The Agent and the Lenders agree that any such notice by the Agent pursuant to this Section shall only be given at any time after the occurrence of a Triggered Activation Period or after the occurrence of an Event of Default. Each agreement with any lockbox servicer or depository maintaining a Dominion Account will provide that the Agent’s authority to direct the deposit or transfer of funds received in such lockbox or deposited in such Dominion Account will not be effective until written notice is given by the Agent to such lockbox servicer or Dominion Account depository. Neither the Agent nor the Lenders assume any responsibility to the Borrowers 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.

Maintenance of Dominion Account. The Borrowers Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. The Borrowers Obligors shall obtain an agreement (a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to the Agent) , from any each lockbox servicer utilized by a Borrower or the depository institution maintaining a and Dominion Account (to the extent such depository institution is not the Agent)bank, establishing the Agent’s control over and first priority perfected Lien in such the lockbox or Dominion Account, under which requiring the Agent may give written notice at any time during a Triggered Activation Period or after the occurrence of an Event of Default, requiring immediate deposit of all remittances received in such any lockbox to a Dominion Account or immediate transfer of all funds in such Dominion Account to the Agent for application to the Obligations, as applicableAccount, and waiving offset rights of such servicer or bank against any funds collected in such lockbox or deposited into such Dominion Accountbank, except offset rights for customary administrative charges. The Prior to a Cash Dominion Period, Agent shall not deliver a notice of Exclusive Control with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that Agent may and, upon the written direction of the Required Lenders agree that any such notice by the Agent pursuant to this Section shall only be given at any time after the occurrence during such Cash Dominion Trigger Period, shall deliver a notice of a Triggered Activation Period or after the occurrence exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer of an Event of Default. Each agreement with any lockbox servicer or depository maintaining all funds in such account to a Dominion Account will provide that the Agent’s authority to direct the deposit or transfer maintained with Bank of funds received in such lockbox or deposited in such Dominion Account will not be effective until written notice is given by the America. Agent to such lockbox servicer or Dominion Account depository. Neither the Agent nor the and Lenders assume any no responsibility to the Borrowers 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. Promptly following the commencement of any Cash Dominion Trigger Period, each Borrower shall give notice reasonably satisfactory to Agent to each credit card processor that processes its credit card receivables to require it to make daily transfers of the payments due from such processor to a Dominion Account.

Maintenance of Dominion Account. The Borrowers Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. The Borrowers Obligors shall obtain an agreement (a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to the Agent) , from any each lockbox servicer utilized by a Borrower or the depository institution maintaining a and Dominion Account (to the extent such depository institution is not the Agent)bank, establishing the Agent’s control over and fully perfected Lien in such the lockbox or Dominion Account, under which subject only to certain Permitted Liens, including for the avoidance of doubt, the Lien in favor of the Revolving Loan Agent may give written notice at any time during a Triggered Activation Period or after with the occurrence of an Event of Defaultpriority provided for in the Intercreditor Agreement, requiring the immediate deposit of all remittances received in such any lockbox to a Dominion Account or immediate transfer of all funds in such Dominion Account to the Agent for application to the Obligations, as applicableAccount, and waiving offset rights of such servicer or bank against any funds collected in such lockbox or deposited into such Dominion Accountbank, except offset rights for customary administrative charges. The Prior to a Cash Dominion Period, Agent shall not deliver a notice of Exclusive Control with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that, subject to the Intercreditor Agreement, Agent may and, upon the written direction of the Required Lenders agree that any such notice by the Agent pursuant to this Section shall only be given at any time after the occurrence during such Cash Dominion Trigger Period, shall deliver a notice of a Triggered Activation Period or after the occurrence exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer of an Event of Default. Each agreement with any lockbox servicer or depository maintaining all funds in such account to a Dominion Account will provide that the maintained with Bank of America or another bank satisfactory to Agent’s authority to direct the deposit or transfer of funds received in such lockbox or deposited in such Dominion Account will not be effective until written notice is given by the . Agent to such lockbox servicer or Dominion Account depository. Neither the Agent nor the and Lenders assume any no responsibility to the Borrowers Borrower 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.

Maintenance of Dominion Account. The Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from any each lockbox servicer utilized by a Borrower or the depository institution maintaining a and Dominion Account (to the extent such depository institution is not the Agent)bank, establishing the Administrative Agent’s control over and Lien in such the lockbox or Dominion Account, under which the may be exercised by Administrative Agent may give written notice at during any time during a Triggered Activation Period or after the occurrence of an Event of DefaultDominion Trigger Period, requiring immediate deposit of all remittances received in such the lockbox to a Dominion Account or immediate transfer of all funds in such Dominion Account to the Agent for application to the Obligations, as applicableAccount, and waiving offset rights of such servicer or bank against any funds collected in such lockbox or deposited into such Dominion Accountbank, except offset rights for customary administrative charges. The Agent and the Lenders agree that any such notice by the Agent pursuant to this Section shall only be given at any time after the occurrence of a Triggered Activation Period or after the occurrence of an Event of Default. Each agreement with any lockbox servicer or depository maintaining If a Dominion Account will provide that the is not maintained with Administrative Agent’s authority to direct the deposit or , Administrative Agent may, during any Dominion Trigger Period, require immediate transfer of all funds received in such lockbox or deposited in such account to a Dominion Account will not be effective until written notice is given by the maintained with Administrative Agent. Administrative Agent to such lockbox servicer or Dominion Account depository. Neither the Agent nor the and Lenders assume any no responsibility to the Borrowers 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 Dominion Trigger Period, Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Loan Party receives cash or Payment Items with respect to any Collateral during any Dominion Trigger Period, it shall hold same in trust for Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.