Dominion Accounts Sample Clauses
The Dominion Accounts clause establishes the requirement for maintaining specific bank accounts, often controlled or monitored by a lender or trustee, to manage the flow of funds related to a transaction or financing arrangement. Typically, these accounts are used to collect revenues, make payments, or hold collateral, and may be subject to restrictions on withdrawals or transfers without prior approval. The core function of this clause is to provide oversight and control over key financial assets, thereby reducing risk for the party with a security interest and ensuring that funds are used in accordance with the agreement.
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 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 ▇▇▇▇▇▇▇ 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 even...
Dominion Accounts. During any Cash Dominion Period, the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations 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 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 (x) Deposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts” and (y) the CARES Account), shall exceed $2,000,000 for more than five Business Days, the Obligors shall remit to Agent to be applied to the Obligations an amount sufficient to cause such aggregate balance in all Deposit Accounts to be less than $2,000,000. For the avoidance of doubt, the Agent hereby agrees that a notice regarding the commencement of a Cash Dominion Period shall not be delivered to the applicable depository bank under a Deposit Account Control Agreement until such time as a Cash Dominion Period has occurred; provided that Deposit Accounts of the UK Guarantor shall be subject to the dominion and control of Agent at all times as set forth in Section 8.2.4.
Dominion Accounts. Agent shall have received duly executed Deposit Account Control Agreements with respect to each deposit account maintained by Loan Parties at RBS on the Closing Date (other than Excluded Deposit Accounts).
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) 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) 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). If a Dominion Account is not maintained with Bank of America, Agent may (or shall at the 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 ▇▇▇▇▇▇▇ 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 and (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.
Dominion Accounts. Until the payment in full of the First Lien Debt (as defined in the Intercreditor Agreement), and subject to the Intercreditor Agreement, during any Cash Dominion Period (as defined in the First Lien Loan Agreement), the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations arising under the First Lien Loan 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 Subsidiary shall be applied to the Obligations arising under the First Lien 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 (as defined in the First Lien Loan Agreement) 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 (x) Deposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts” and (y) the CARES Account), shall exceed $2,000,000 for more than five Business Days, until the payment in full of the First Lien Debt, and subject to the Intercreditor Agreement, the Obligors shall remit to First Lien Agent to be applied to the Obligations arising under the First Lien Loan Agreement in an amount sufficient to cause such aggregate balance in all Deposit Accounts to be less than $2,000,000.
Dominion Accounts. During any Cash Dominion Period, the ledger balances in the Dominion Accounts as of the end of each Business Day shall be applied to the Obligations 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 Deposit Accounts described in clause (a) of the definition of “Excluded Deposit Accounts”), shall exceed $2,000,000 for more than five Business Days, the Obligors shall remit to Agent to be applied to the Obligations an amount sufficient to cause such aggregate balance in all Deposit Accounts to be less than $2,000,000. For the avoidance of doubt, the Agent hereby agrees that a notice regarding the commencement of a Cash Dominion Period shall not be delivered to the applicable depository bank under a Deposit Account Control Agreement until such time as a Cash Dominion Period has occurred.
Dominion Accounts. In addition to payments of the Obligations made (or deemed made) by Borrowers pursuant to subsection (A) hereinabove, each of the Borrowers shall also be obliged to establish a Dominion Account into which all Proceeds of Accounts, Inventory and other Collateral of each Borrower shall be deposited as and when received by Borrower. Each such Dominion Account shall be opened with a Depository Bank or, subject to Lender's approval, a bank selected by a Borrower, but satisfactory to Lender, which bank shall agree to a Bank Agency Agreement. Collected funds deposited to each Dominion Account shall be disbursed therefrom on a daily basis, FIRST, to the corresponding Lender's Account, thereupon to be applied in payment of that portion (if any) of the corresponding Obligations then outstanding, as prescribed in subsection (C) below, and, NEXT, as to any balance remaining, to the Controlled Disbursement Account (unless a Borrower otherwise directs Lender to apply such proceeds); PROVIDED, HOWEVER, that, notwithstanding the foregoing, if (i) an Overadvance has occurred or would occur, but for the direct application of a greater amount (or all) of such proceeds to the Obligations, Lender may apply such proceeds accordingly to reduce or avoid such Overadvance; or (ii) a Default or Event of Default has occurred and is continuing, Lender may cause any portion or all of such proceeds to be remitted directly to one or more Lender's Accounts for application to the Obligations in the manner specified in subsection (C) below. Each Borrower shall provide Lender with copies of all bank statements which it receives relative to each Dominion Account from any bank (other than from Depository Bank) as soon as practicable but in any event within ten (10) days from the date each such statement is received by such Borrower, and shall provide Lender with a reconciliation report with respect to each such bank statement for each such account as soon as practicable after such Borrower's receipt of each such bank statement but in any event within twenty (20) days from the date of such receipt.
Dominion Accounts. To the extent required under Section 7.2.1, Agent shall have received duly executed Control Agreements with respect to each Dominion Account, in form and substance, and with financial institutions, reasonably satisfactory to Agent.
Dominion Accounts. Lender shall have received the duly executed agreements establishing each Dominion Account with a financial institution acceptable to Lender for the collection or servicing of the Accounts.
Dominion Accounts. By the 90th day after the Closing Date, deliver to Agent such duly executed agreements establishing each Dominion Account as shall be required by Agent, in each case with a financial institution reasonably acceptable to Agent, for the collection or servicing of the Accounts, in each case in form and substance reasonably satisfactory to Agent.”