Common use of Bank Accounts and Collection Account; Dominion Clause in Contracts

Bank Accounts and Collection Account; Dominion. No Borrower shall (i) establish any deposit account, cash management account, safekeeping or custodial account or similar account or any lock box or vault or other arrangement with any Person, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) receive or accept any monies, checks, instruments, remittances, proceeds or other payments, including proceeds of Contracts, in any account other than the Collection Accounts, an account listed in Schedule 7.19 or a new account opened in accordance with this Section 8.16 or (iii) commingle proceeds of Collateral with funds from any other source except as contemplated by the Intercreditor Agreement and the Security Agreement; provided, however, that, with respect to any such account, unless Agent notifies Borrower Agent to the contrary prior to opening any such account, Agent consent under clause (i) hereof shall not be required if such Borrower is in compliance with Section 5.2(a) with respect to such account. Except as otherwise agreed to by Agent, Borrowers shall maintain the Collection Accounts at all times at Xxxxx Fargo. Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, a Dominion Period (as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, the Agent shall have the right to notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein and only Agent shall thereafter have a right to withdraw any funds from the Collection Accounts. Agent shall rescind such notice and reinstate such Xxxxxxxx’s right to withdraw funds from the Collection Accounts if no Event of Default, Dominion Period is in effect (or, as applicable, Hypothetical Availability is greater than 5% of the Credit Facility Exposure) for a period of 60 consecutive days, to the extent not inconsistent with the Intercreditor Agreement.

Bank Accounts and Collection Account; Dominion. No Borrower shall (i) establish any deposit account, cash management account, safekeeping or custodial account or similar account or any lock box or vault or other arrangement with any Person, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) receive or accept any monies, checks, instruments, remittances, proceeds or other payments, including proceeds of Contracts, in any account other than the Collection AccountsAccount, an account listed in Schedule 7.19 or a new account opened in accordance with this Section 8.16 or (iii) commingle proceeds of Collateral with funds from any other source except as contemplated by the Intercreditor Agreement and the Security Agreement; provided, however, that, with respect to any such account, unless Agent notifies Borrower Agent to the contrary prior to opening any such account, Agent consent under clause (i) hereof shall not be required if such Borrower is in compliance with Section 5.2(a) with respect to such accountaccount and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 7.19. Except as otherwise agreed to by Agent, Borrowers shall maintain the Collection Accounts Account at all times at Bank of America or Xxxxx Fargo. Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, a Dominion Period or a Report Failure Period (each as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, the Agent shall have the right to notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein and only Agent shall thereafter have a right to withdraw any funds from the Collection Accounts. Agent shall rescind such notice and reinstate such XxxxxxxxBorrower’s right to withdraw funds from the Collection Accounts if no Event of Default, Dominion Period or Report Failure Period is in effect (or, as applicable, Hypothetical Availability is greater than 5% of the Credit Facility Exposure) for a period of 60 consecutive days, to the extent not inconsistent with the Intercreditor Agreement.

Bank Accounts and Collection Account; Dominion. No Borrower shall (i) establish any deposit account, cash management account, safekeeping or custodial account or similar account or any lock box or vault or other arrangement with any Person, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) receive or accept any monies, checks, instruments, remittances, proceeds or other payments, including proceeds of Contracts, in any account other than the Collection Accounts, an account listed in Schedule 7.19 or a new account opened in accordance with this Section 8.16 or (iii) commingle proceeds of Collateral with funds from any other source except as contemplated by the Intercreditor Agreement and the Security Agreement; provided, however, that, with respect to any such account, unless Agent notifies Borrower Agent to the contrary prior to opening any such account, Agent consent under clause (i) hereof shall not be required if such Borrower is in compliance with Section 5.2(a) with respect to such account. Except as otherwise agreed to by Agent, Borrowers shall maintain the Collection Accounts at all times at Xxxxx Wxxxx Fargo. Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, a Dominion Period (as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, the Agent shall have the right to notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein and only Agent shall thereafter have a right to withdraw any funds from the Collection Accounts. Agent shall rescind such notice and reinstate such XxxxxxxxBxxxxxxx’s right to withdraw funds from the Collection Accounts if no Event of Default, Dominion Period is in effect (or, as applicable, Hypothetical Availability is greater than 5% of the Credit Facility Exposure) for a period of 60 consecutive days, to the extent not inconsistent with the Intercreditor Agreement.