Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Borrowers shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers (other than Borrowers which do not have any Eligible Accounts) shall maintain a Dominion Account Accounts pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be arrangements reasonably acceptable to Agent. Borrowers shall issue obtain an agreement (in form and substance reasonably satisfactory to Agent) from each such lockbox bank an irrevocable letter servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, requiring immediate deposit of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account and, if such Dominion Account is not maintained by which such bank shall immediately with Bank of America, requiring immediate transfer to the Payment Account of all monies deposited to funds in the Dominion Account. All funds deposited in each Account upon notification by Agent (which notification shall not be given until the occurrence of a Cash Dominion Account shall Trigger Event and will be subject revoked if a Cash Dominion Trigger Event ceases to Agent's Lien. Borrowers shall obtain the agreement exist for sixty (in favor of and in form and content satisfactory 60) consecutive days) to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any with Bank of America, and waiving offset rights of such servicer or bank against any funds in the funds deposited into such lockbox or Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Accountfor customary administrative charges. Neither Agent nor Lenders assume any responsibility to Borrowers for such any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank thereunderbank.

Maintenance of Dominion Account. The Borrowers shall maintain a Dominion Account at SunTrust (or such other bank acceptable to the Administrative Agent) pursuant to a lockbox or other arrangement arrangements acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Administrative Agent. The Borrowers shall issue to each such lockbox bank SunTrust an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to the Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Cash Collateral Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to the Administrative Agent's ’s Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and Lendersthe Administrative Agent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any Lender assumes any responsibility to Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall maintain a Dominion Account or Deposit Accounts pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be blocked account arrangements acceptable to Agent. Borrowers shall issue to each such lockbox bank Agent an irrevocable letter of instruction directing such bank Agent to deposit all payments or other remittances received in the lockbox and blocked accounts to the Dominion AccountAccount for application on account of the Obligations. Within five Business Days of the later of the Closing Date or the establishment of the lockbox with the Bank, the Chief Financial Officer of the Borrowers shall enter into agreements, certify to Agent in form satisfactory writing that (i) Borrowers have notified all customers to Agent, remit payments to that certain lockbox established with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer the Bank and (ii) all invoices of Borrowers generated after the Closing Date include written instructions directing that all payments be remitted to the Payment Account all monies deposited to lockbox with the Dominion AccountBank. All funds deposited in each any Dominion Account shall be subject to immediately become the property of Agent's Lien. , for the ratable benefit of Lenders, and Borrowers shall obtain the agreement (by Bank or by such other financial institution acceptable to Agent in favor of and in form and content satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any recoupment, offset rights and any security interest in or against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Accountso deposited. Neither Agent nor Lenders assume any assumes no responsibility to Borrowers for such lockbox arrangement or Dominion Accountand blocked account arrangements, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank Bank or by such other financial institution acceptable to Agent thereunder.

Maintenance of Dominion Account. Borrowers Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. The Borrowers shall maintain Dominion Accounts pursuant to arrangements acceptable to the Agent. To the extent requested by the Agent, the Borrowers shall obtain an agreement (in form and substance satisfactory to the Agent) from any lockbox servicer utilized by a Borrowers or the depository institution maintaining a Dominion Account pursuant (to the extent such depository institution is not the Agent), establishing the Agent's control over and Lien in such lockbox or Dominion Account, requiring immediate deposit of all remittances received in such lockbox to a lockbox Dominion Account or other arrangement acceptable to Agent and, immediate transfer of all funds in the case of such Dominion Account to the Agent for application to the Obligations, as applicable, and lockbox arrangement, with waiving offset rights of such servicer or bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each against any funds collected in such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights for customary administrative charges. The Agent and the Lenders agree that the Agent's control over any lockbox or Dominion Account pursuant to this Section shall only be exercised 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 respect of charges incurred such lockbox or deposited in the administration of such Dominion AccountAccount 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 such any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank thereunderbank.

Maintenance of Dominion Account. Borrowers shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into to such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to any or all Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Consistent with the cash management arrangement Borrowers have in place with Bank on the Closing Date, Borrowers shall maintain a Dominion Account pursuant to a lockbox blocked account or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox blocked account arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each such lockbox depository bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox blocked account to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's ’s Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into to such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to any or all Borrowers for such lockbox blocked account arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall maintain at all times a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion AccountAccount during an Activation Period. At all times other than during an Activation Period, all monies in the Dominion Account shall be transferred to an operating account of Borrowers maintained at KeyBank or Bank. All funds deposited in each Dominion Account shall be subject to Agent's ’s Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into to such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to any or all Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent Lender and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to AgentLender. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to AgentLender, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to AgentLender's Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersLender) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders Lender does not assume any responsibility to Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with Bank or with such other bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers If an Event of Default exists or Availability at any time declines below $5,000,000, then Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. The Borrowers shall maintain a Dominion Account at SunTrust (or such other bank acceptable to the Administrative Agent) pursuant to a lockbox or other arrangement arrangements acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Administrative Agent. The Borrowers shall issue to each such lockbox bank SunTrust an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to the Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Cash Collateral Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to the Administrative Agent's Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and Lendersthe Administrative Agent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any Lender assumes any responsibility to Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement reasonably acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers Borrower and be reasonably acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form reasonably satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content reasonably satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers If an Event of Default exists or Availability at any time is less than $5,000,000, then Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each Dominion Account shall be subject to Agent's ’s Lien. Borrowers shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into to such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to any or all Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers Borrower shall maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers Borrower shall enter into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately transfer to the Payment Account all monies deposited to the Dominion Account. Within 90 days after the Closing Date, Borrower shall cause their Dominion Accounts, and lockbox arrangements to be established with and maintained at Bank. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Agent and LendersAgent) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers Borrower for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. (i) Borrowers shall establish and maintain a Dominion Account pursuant to a lockbox or other arrangement acceptable to Agent and, in the case with BofA or any of such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agentits Affiliates. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. Borrowers shall enter into agreements, in form reasonably satisfactory to Agent, with each bank at which a Dominion Account is maintained by which such bank shall immediately regarding the transfer of monies from the Dominion Account to the Payment Account all monies deposited to the Dominion Accountextent required by subparagraph (ii) below. All funds deposited in each Dominion Account shall be subject to Agent's Lien. Borrowers shall obtain the agreement (in favor of and in form and content reasonably satisfactory to Agent and Lenders) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agent nor Lenders assume any responsibility to Borrowers for such lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.