Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Within ninety (90) days (or such later date as Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened following the Closing Date, within sixty (60) days (or such later date as the Administrative Agent may agree in its reasonable discretion) of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Party hereunder), (i) each Credit Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the Dominion Account, on a daily basis, all balances in each Deposit Account other than any Excluded Deposit Account maintained by any Credit Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) each Credit Party irrevocably appoints the Administrative Agent as such Credit Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iii) each Credit Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or the Credit Parties shall immediately direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded Deposit Account pursuant to clause (v) of the definition thereof). The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower (including those constituting proceeds of Collateral) accepted by any bank.

Maintenance of Dominion Account. Within ninety (90) days (or such later date as Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened following the Closing Date, within sixty (60) days (or such later date as the Administrative Agent may agree in its reasonable discretion) of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Party hereunder), (i) each Credit Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the Dominion Account, on a daily basis, all balances in each Deposit Account other than any Excluded Deposit Account maintained by any Credit Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) each Credit Party irrevocably appoints the Administrative Agent as such Credit Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iii) each Credit Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority ABL Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or the Credit Parties shall immediately promptly direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded Deposit Account pursuant to clause (v) of the definition thereof). The Administrative Agent and the Lenders assume no responsibility Notwithstanding anything in any Credit Document to the Borrowers for contrary, the Agents agree to rescind each Liquidity Notice and any lockbox arrangement notice of exclusive control or Dominion Account, including any claim of accord and satisfaction sole control (or release with respect other similar notice) previously delivered to any check, draft bank or other item depository institution pursuant to this clause (c) or any other provision in the Credit Documents promptly after the end of payment payable to a Borrower (including those constituting proceeds the Liquidity Period or Event of Collateral) accepted by any bankDefault resulting in the delivery of such notice.

Maintenance of Dominion Account. Within ninety sixty (9060) days (or such later date as the Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened following the Closing Date, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the date such Loan Party notifies the Administrative Agent of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Loan Party hereunder), (i) each Credit Loan Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the a Dominion Account, on a daily basis, all balances in each Deposit Account other than any Excluded Deposit Account maintained by any Credit Loan Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) the Borrower shall establish the Dominion Account and obtain an agreement (in form reasonably satisfactory to the Administrative Agent) from the Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the Dominion Account, which will be exercised by the Administrative Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account, (iii) each Credit Loan Party shall irrevocably appoints appoint the Administrative Agent as such Credit Loan Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iiiiv) each Credit Loan Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or the Credit Loan Parties shall immediately direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood Agreements. Following the commencement of a Liquidity Period, the Administrative Agent shall promptly deliver Liquidity Notices to banks or depository institutions that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded have entered into Deposit Account pursuant to clause (v) of Control Agreements, unless otherwise directed by the definition thereof)Required Lenders. The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower Loan Party (including those constituting proceeds of Collateral) accepted by any bank.

Maintenance of Dominion Account. Within ninety (90) days (or such later date as Administrative Agent may agree in its reasonable discretion) of the Closing Date (as such date may be extended, the “Account Control Date”) (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened or acquired following the Closing Date, within the later of the Account Control Date and sixty (60) days of the opening or establishment of such Deposit Account (or of the acquisition of a Credit Party having such Deposit Account) (or such later date as the Administrative Agent may agree in its reasonable discretion) of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Party hereunder)), (i) each Credit Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the Dominion Account, on a daily basis, all balances in each Deposit Account other than any Excluded Deposit Account maintained by any Credit Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) each Credit Party irrevocably appoints the Administrative Agent and Collateral Agent as such Credit Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iii) each Credit Party shall shall, to the extent such Account Debtor is not already making payments to such Deposit Account, instruct each Account Debtor to make all payments with respect to Revolver Priority ABL Collateral into (x) a Deposit Accounts Account subject to a Deposit Account Control AgreementsAgreement, or (y) an Excluded Account of the Credit Parties shall immediately direct any such payments into type described in clause (viii) of the definition thereof that is swept daily to a Deposit Accounts Account subject to a Deposit Account Control Agreements Agreement or (it being understood that it shall not be a Default or Event of Default if any such payments are deposited in z) an Excluded Deposit Account pursuant to of the type described in clause (vix) of the definition thereof), and if an Account Debtor makes a payment in contravention of such instruction , the Credit Parties shall promptly direct such payment (subject to clause (d)(x) below, if such payment is received at a time other than during a Liquidity Period) into a Deposit Account subject to a Deposit Account Control Agreement. The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower (including those constituting proceeds of Collateral) accepted by any bank. Notwithstanding anything in any Credit Document to the contrary, the Agents agree to rescind each Liquidity Notice and any notice of exclusive control or sole control (or other similar notice) previously delivered to any bank or other depository institution pursuant to this clause (c) or any other provision in the Credit Documents promptly after the end of the Liquidity Period or Event of Default resulting in the delivery of such notice.

Maintenance of Dominion Account. Within ninety (90) days (or such later date as Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Collection Account other than Excluded Deposit Accounts or Concentration Account opened following the Closing Date, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the date such Credit Party notifies the Administrative Agent of the opening or establishment of such Deposit Collection Account or Concentration Account or the date any Person becomes a Credit Party hereunder), (i) each Credit Party shall cause each bank or other depository institution at which any Deposit Collection Account other than any Excluded Deposit or Concentration Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the a Dominion Account, on a daily basis, all balances in each Deposit Collection Account other than any Excluded Deposit or Concentration Account maintained by any Credit Party with such depository institution institution, for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead BorrowerParent), (ii) the Borrowers shall establish each Dominion Account and obtain an agreement (in form reasonably satisfactory to the Administrative Agent) from each Dominion Account bank, establishing the Administrative Agent’s control over and Lien in each Dominion Account, which may be exercised by the Administrative Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account, (iii) each Credit Party irrevocably appoints the Administrative Agent as such Credit Party’s attorney-in-fact to collect such 141 balances during a Liquidity Period to the extent any such delivery is not so made and (iiiiv) each Credit Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority Collateral Accounts into Deposit Collection Accounts or Concentration Accounts subject to Deposit Account Control Agreements, or the Credit Parties shall immediately direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded Deposit account other than a Collection Account pursuant to clause (v) of the definition thereofor Concentration Account). The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower (including those constituting proceeds of Collateral) accepted by any bank.

Maintenance of Dominion Account. Within ninety sixty (9060) days (or such later date as the Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened following the Closing Date, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the date such Loan Party notifies the Administrative Agent of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Loan Party hereunder), (i) each Credit Loan Party shall cause each bank or other depository institution at which any Deposit Account is maintained (other than any in respect of Excluded Deposit Account is maintainedAccounts), to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the a Dominion Account, on a daily basis, all balances in each Deposit Account (other than any Excluded Deposit Account Account) maintained by any Credit Loan Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) the Borrower shall establish the Dominion Account and obtain an agreement (in form reasonably satisfactory to the Administrative Agent) from the Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the Dominion Account, which will be exercised by the Administrative Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account, (iii) each Credit Loan Party shall irrevocably appoints appoint the Administrative Agent as such Credit Loan Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iiiiv) each Credit Loan Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or the Credit Loan Parties shall immediately direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood Agreements. Following the commencement of a Liquidity Period, the Administrative Agent shall promptly deliver Liquidity Notices to banks or depository institutions that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded have entered into Deposit Account pursuant to clause (v) of Control Agreements, unless otherwise directed by the definition thereof)Required Lenders. The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower Loan Party (including those constituting proceeds of Collateral) accepted by any bank.. All amounts received by Borrowers and Guarantors on account of the Obligations in any Deposit Account prior to the delivery of a Liquidity Notice shall be deemed to be the proceeds of Pre-Petition Collateral and shall be applied by Administrative Agent to the Pre-Petition Obligations until the Pre-Petition Obligations are paid and satisfied in full

Maintenance of Dominion Account. Within ninety (90) days (or such later date as Administrative Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened following the Closing Date, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the date such Credit Party notifies the Administrative Agent of the opening or establishment of such Deposit Account or the date any Person becomes a Credit Party hereunder), (i) each Credit Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement that provides for such bank or other depository institution to transfer to the a Dominion Account, on a daily basis, all balances in each Deposit Account other than any Excluded Deposit Account maintained by any Credit Party with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) the Borrowers shall establish the Dominion Account and obtain an agreement (in form reasonably satisfactory to the Administrative Agent) from the Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the Dominion Account, which may be exercised by the Administrative Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account, (iii) each Credit Party irrevocably appoints the Administrative Agent as such Credit Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iiiiv) each Credit Party shall instruct each Account Debtor to make all payments with respect to Revolver Priority Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or the Credit Parties shall immediately direct any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood that it shall not be a Default or Event of Default if any such payments are deposited in an Excluded Deposit Account pursuant to clause (v) of the definition thereof). The Administrative Agent and the Lenders assume 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 check, draft or other item of payment payable to a Borrower (including those constituting proceeds of Collateral) accepted by any bank.