Common use of Dominion Accounts Clause in Contracts

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. Each (a) The Borrower and the other Loan Party (Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other than any New Loan Party, which shall be subject arrangements reasonably acceptable to the requirements set forth Administrative Agent. The Borrower shall obtain an agreement (in Section 9.1.12form and substance reasonably satisfactory to the Administrative Agent) shall use commercially reasonable efforts to obtain a Deposit from each lockbox servicer and Dominion Account Control Agreement bank, establishing the Administrative Agent’s control over and Lien on each the lockbox or Deposit Account (other than Excluded Deposit Accounts) (or equivalent Dominion Account, requiring immediate deposit of all remittances received in each relevant jurisdiction) as soon as reasonably practicable following the Closing Date andlockbox to a Dominion Account, in any event, within 120 days after the later of the Closing Date and the establishment waiving offset rights of such account (servicer or such later date as Agent shall reasonably agree). If a Loan Party is unable to obtain a Deposit Account Control Agreement (or equivalent bank, except for customary administrative charges incurred in each relevant jurisdiction) connection 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)account. If a Dominion Account is not maintained with Bank of America, the Administrative 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 funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent and ▇▇▇▇▇▇▇ assume no nor any Lender assumes any responsibility to the Borrower or any other Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. For . (b) The Borrower and other Loan Parties shall request in writing, and otherwise take such steps as may be reasonably necessary to direct, that all payments on accounts (as defined in the avoidance UCC) and all proceeds of doubt, Revolver Priority Collateral (iexcept as provided in Section ‎6.07(f)) in no event shall any Excluded Deposit Account be are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Borrower or any other Loan Party receives cash or checks, drafts, or other items of payment payable to it with respect to any account (as defined in the UCC) or in respect of Revolver Priority Collateral (except as provided in Section ‎6.07(f)), it shall hold same in trust for the Administrative Agent, for the benefit of the Lenders, and promptly (iibut not later than the next Business Day) prior deposit same into the applicable Dominion Account. Subject to Section ‎2.14(f), all amounts in the occurrence Dominion Accounts shall be automatically transferred to such account or accounts as the Borrower may designate from time to time not later than the close of a Cash Dominion Event, business on each Business Day. (c) The Borrower and the other Loan Parties shall take all actions necessary to establish the Administrative Agent’s control over each deposit account (other than accounts used exclusively for payroll, payroll taxes or employee benefits and such other accounts as the Administrative Agent may in its reasonable judgment determine that the costs of establishing such control shall be excessive in view of the benefits to be obtained by the Lenders therefrom). The Borrower or applicable Loan Party shall promptly notify the Administrative Agent of any opening or closing of a deposit account. (d) Notwithstanding the foregoing or anything to the contrary herein, upon the reasonable request of the Borrower, (x) exceptions to this Section ‎6.14 and Section ‎2.14(f) may be granted at the discretion of the Administrative Agent to take into account operational needs of the Borrower and its Restricted Subsidiaries in the ordinary course of business and (y) to the extent that any deposit accounts are acquired by a Loan Party in connection with an Acquisition permitted to freely operate their lockboxes and Deposit Accounts in accordance by Section ‎7.02, compliance with the terms provisions of the Loan Documents, including, without limitation, with respect to making deposits first sentence of Section ‎6.14(b) and withdrawing funds notwithstanding the provisions of Section ‎6.14(c) shall be completed no later than the date that is 30 days after the consummation of such lockboxes Acquisition (or Deposit Accounts may be subject to a Deposit Account Control Agreementsuch later date as the Administrative Agent shall agree).

Dominion Accounts. Each (a) The Borrower and the other Loan Party (Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other than any New Loan Party, which shall be subject arrangements reasonably acceptable to the requirements set forth Administrative Agent. The Borrower shall obtain an agreement (in Section 9.1.12form and substance reasonably satisfactory to the Administrative Agent) shall use commercially reasonable efforts to obtain a Deposit from each lockbox servicer and Dominion Account Control Agreement bank, establishing the Administrative Agent’s control over and Lien on each the lockbox or Deposit Account (other than Excluded Deposit Accounts) (or equivalent Dominion Account, requiring immediate deposit of all remittances received in each relevant jurisdiction) as soon as reasonably practicable following the Closing Date andlockbox to a Dominion Account, in any event, within 120 days after the later of the Closing Date and the establishment waiving offset rights of such account (servicer or such later date as Agent shall reasonably agree). If a Loan Party is unable to obtain a Deposit Account Control Agreement (or equivalent bank, except for customary administrative charges incurred in each relevant jurisdiction) connection 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)account. If a Dominion Account is not maintained with Bank of America, the Administrative 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 funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent and ▇▇▇▇▇▇▇ assume no nor any Lender assumes any responsibility to the Borrower or any other Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. For . (b) The Borrower and other Loan Parties shall request in writing, and otherwise take such steps as may be reasonably necessary to direct, that all payments on accounts (as defined in the avoidance UCC) and all proceeds of doubt, Revolver Priority Collateral (iexcept as provided in Section 6.07(f)) in no event shall any Excluded Deposit Account be are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Borrower or any other Loan Party receives cash or checks, drafts, or other items of payment payable to it with respect to any account (as defined in the UCC) or in respect of Revolver Priority Collateral (except as provided in Section 6.07(f)), it shall hold same in trust for the Administrative Agent, for the benefit of the Lenders, and promptly (iibut not later than the next Business Day) prior deposit same into the applicable Dominion Account. Subject to Section 2.14(d), all amounts in the occurrence Dominion Accounts shall be automatically transferred to such account or accounts as the Borrower may designate from time to time not later than the close of a Cash Dominion Event, business on each Business Day. (c) The Borrower and the other Loan Parties shall take all actions necessary to establish the Administrative Agent’s control over each deposit account (other than accounts used exclusively for payroll, payroll taxes or employee benefits and such other accounts as the Administrative Agent may in its reasonable judgment determine that the costs of establishing such control shall be excessive in view of the benefits to be obtained by the Lenders therefrom). The Borrower or applicable Loan Party shall promptly notify the Administrative Agent of any opening or closing of a deposit account. (d) Notwithstanding the foregoing or anything to the contrary herein, upon the reasonable request of the Borrower, (x) exceptions to this Section 6.14 and Section 2.14(d) may be granted at the discretion of the Administrative Agent to take into account operational needs of the Borrower and its Restricted Subsidiaries in the ordinary course of business and (y) to the extent that any deposit accounts are acquired by a Loan Party in connection with an Acquisition permitted to freely operate their lockboxes and Deposit Accounts in accordance by Section 7.02, compliance with the terms provisions of the Loan Documents, including, without limitation, with respect to making deposits first sentence of Section 6.14(b) and withdrawing funds notwithstanding the provisions of Section 6.14(c) shall be completed no later than the date that is 30 days after the consummation of such lockboxes Acquisition (or Deposit Accounts may be subject to a Deposit Account Control Agreementsuch later date as the Administrative Agent shall agree).