Common use of Dominion Accounts Clause in Contracts

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. Until the payment in full Discharge of the First Lien Debt ABL Obligations (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)Period, and 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 Revolver Loan Agreement at the beginning of the next Business Day; provided thatprovided, 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 Guarantor shall be applied to the Obligations arising under the First Lien Revolver 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 Discharge of the First Lien DebtABL Obligations, and subject to the Intercreditor Agreement, the Obligors shall remit to First Lien Revolver Agent to be applied to the Obligations arising under the First Lien Revolver Loan Agreement in 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 except as may otherwise be provided in the Intercreditor Agreement, 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, until the Discharge of ABL Obligations, and subject to the Intercreditor Agreement, that Deposit Accounts of the UK Guarantor shall be subject to the dominion and control of Revolver Agent at all times as set forth in Section 8.2.4. The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Agent and the Lenders are relying on the Obligors’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Agent and the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder.