Common use of Cash Dominion Clause in Contracts

Cash Dominion. On each Business Day during which a Cash Dominion Period exists and is continuing, all funds credited in immediately available funds to an Approved Deposit Account and an Approved Securities Account the previous Business Day shall be applied, as and when received by the Agent (unless Section 9.01 is otherwise applicable at such time), (i) first, pro rata to the Obligations consisting of fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by (or owing to) the Agent and the Co-Collateral Agents in connection with this Agreement or any other Loan Document, (ii) second, to the principal and interest of Swingline Loans made to the Borrowers by the Swingline Lender and not reimbursed by the Lenders until paid in full, (iii) third, pro rata to interest due in respect of all Protective Advances and Overadvances, (iv) fourth, pro rata to the principal amount of all Protective Advances and Overadvances, (v) fifth, pro rata to Reimbursement Obligations for which the Issuing Bank has not received reimbursement pursuant to Section 2.17(e), (vi) sixth, pro rata to interest due to the Lenders upon any of the Loans made to the Borrowers and to the Obligations consisting of costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders in connection with (and to the extent payable or reimbursable to the Lenders under) this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (vii) seventh, pro rata to fees due to the Lenders in connection with this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (viii) eighth, pro rata to the principal of the Revolving Loans made to the Borrowers by each Lender according to their respective Pro Rata Percentages thereof (and, if requested by the Agent or the Required Lenders after the occurrence of any Event of Default, on a pro rata basis, to Cash Collateralize Letters of Credit) and any Bank Product Obligations then due and owing to the extent of Reserves then maintained by the Agent with respect thereto (but excluding Bank Product Obligations that are not then covered by such Reserves), (ix) ninth, pro rata to any Bank Product Obligations then due and owing that were not paid pursuant to immediately preceding clause (viii), until paid in full, (x) tenth, pro rata to any other Obligations then due and owing until paid in full and (xi) eleventh, any remaining amounts to the Administrative Borrower on behalf of the Borrowers.

Cash Dominion. On each Business Day during which a Cash Dominion Period exists and is continuing, all funds credited in immediately available funds to an Approved Deposit Account and an Approved Securities a Specified ABL Account the previous Business Day shall be applied, as and when received by the Administrative Agent (unless Section 9.01 is otherwise applicable at such time), (i) first, pro rata to the Obligations consisting of fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by (or owing to) the Administrative Agent and the Co-Collateral Agents Agent in connection with this Agreement or any other ABL Loan Document, (ii) second, to the principal and interest of Swingline Loans made to the Borrowers by the Swingline Lender and not reimbursed by the Lenders until paid in full, (iii) third, pro rata to interest due in respect of all Protective Advances and Overadvances, (iv) fourth, pro rata to the principal amount of all Protective Advances and Overadvances, (v) fifth, pro rata to Reimbursement Obligations for which the Issuing Bank has not received reimbursement pursuant to Section 2.17(e), (vi) sixth, pro rata to interest due to the Lenders upon any of the Loans made to the Borrowers and to the Obligations consisting of costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders in connection with (and to the extent payable or reimbursable to the Lenders under) this Agreement or any other ABL Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (vii) seventh, pro rata to fees due to the Lenders in connection with this Agreement or any other ABL Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (viii) eighth, pro rata to the principal of the Revolving Loans made to the Borrowers by each Lender according to their respective Pro Rata Percentages thereof (and, if requested by the Administrative Agent or the Required Lenders after the occurrence of any Event of Default, on a pro rata basis, to Cash Collateralize Letters of Credit) and any Bank Product Obligations then due and owing to the extent of Reserves then maintained by the Collateral Agent with respect thereto (but excluding Bank Product Obligations that are not then covered by such Reserves), (ix) ninth, pro rata to any Bank Product Obligations then due and owing that were not paid pursuant to immediately preceding clause (viii), until paid in full, (x) tenth, pro rata to any other Obligations then due and owing until paid in full and (xi) eleventh, any remaining amounts to the Administrative Borrower on behalf of the BorrowersBorrowers (it being understood that, for the avoidance of doubt, in the event that such Cash Dominion Period is due to Excess Availability being less than 12.5% of the Total Revolving Commitments, and the Borrowers are otherwise permitted to make a Borrowing hereunder, such borrowed amounts shall be deposited in the Specified Disbursement Account and shall be permitted to be made and used as permitted under this Agreement).

Cash Dominion. On each Business Day during which a During the continuance of an Event of Cash Dominion Period exists and is continuing, (a) all collected funds credited on deposit in immediately available funds the Concentration Account pursuant to an Approved Deposit Account and an Approved Securities Account the previous Business Day Concentration Bank Agreement shall be applied, as and when received by the Agent (unless Section 9.01 is otherwise applicable at such time), (i) first, pro rata applied on a daily basis to the Obligations consisting prepayment of fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by (or owing to) the Agent and the Co-Collateral Agents in connection with this Agreement or any other Loan Document, (ii) second, to the principal and interest of Swingline Loans made to the Borrowers by the Swingline Lender and not reimbursed by the Lenders until paid in full, (iii) third, pro rata to interest due in respect of all Protective Advances and Overadvances, (iv) fourth, pro rata to the then aggregate outstanding principal amount of all Protective Advances and Overadvances, (v) fifth, pro rata to Reimbursement Obligations for which the Issuing Bank has not received reimbursement pursuant to Section 2.17(e), (vi) sixth, pro rata to interest due to the Lenders upon any of the Swingline Loans made to the Borrowers and to the Obligations consisting of costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders in connection with (and to the extent payable or reimbursable to the Lenders under) this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (vii) seventh, pro rata to fees due to the Lenders in connection with this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (viii) eighth, pro rata to the principal of the Revolving Loans made to the Borrowers by each Lender according to their respective Pro Rata Percentages thereof (and, if requested by the Agent or the Required Lenders after the occurrence of any Event of Default, on a pro rata basisall Swingline Loans have been prepaid, to Cash Collateralize the prepayment of the then aggregate outstanding principal amount of all Revolving Loans; (b) on any day on which Revolving Credit Outstandings exceed the Borrowing Base as calculated as of such date less the amount of the Carve-Out Reserve, the Company shall make a mandatory prepayment of the then aggregate outstanding principal amount of all Swingline Loans, and, if all Swingline Loans have been prepaid, shall make a mandatory prepayment of the then aggregate outstanding principal amount of all Revolving Loans (or a repayment of outstanding Reimbursement Obligations with respect to Letters of Credit), and, if all Revolving Loans have been prepaid, shall furnish cash collateral with respect to Letters of Credit, in an aggregate amount equal to such excess; and (c) and any Bank Product Obligations then due and owing the Company shall deposit, or cause to be deposited in, the Concentration Account (unless deposited in a Collection Deposit Account or remitted or paid directly to the extent of Reserves then maintained Agent) (i) all remittances and payments received by the Agent with Company in respect thereto of Accounts (but excluding Bank Product Obligations that are not then covered except Accounts payable by such ReservesSubsidiaries and Joint Venture Affiliates paid by accounting entries), Instruments (ixother than Intercompany Demand Notes), and sales of Inventory for cash and all prepayments, deposits, and other advance payments in respect of sales of Inventory; (ii) ninthall Net Disposition Proceeds received from any Asset Disposition; and (iii) all tax refunds, pro rata insurance proceeds and other amounts received from third parties. On the terms and subject to any Bank Product Obligations then due the conditions hereof, the Company may reborrow amounts applied to the prepayment of Swingline Loans and owing that were not paid Revolving Loans pursuant to immediately preceding clause (viii), until paid in full, (x) tenth, pro rata to any other Obligations then due and owing until paid in full and (xi) eleventh, any remaining amounts to the Administrative Borrower on behalf of the Borrowersthis Agreement.

Cash Dominion. On each Business Day during which a Cash Dominion Period exists and is continuing, the Administrative Agent shall apply all funds credited in immediately available funds to an Approved Deposit Account and an Approved Securities Account the previous Business Day shall be appliedin immediately available funds, as and when received on a daily basis by the close of business on each Business Day in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and any applications otherwise required to be applied pursuant to the terms of the respective Collateral Document): (unless Section 9.01 is otherwise applicable at such time), (i1) first, pro rata to the payment (on a ratable basis) of any outstanding Obligations consisting of reasonable fees, costs and expenses (including reasonable attorneys’ fees and expensesAttorney’s Costs) incurred by (or owing to) the Administrative Agent and and/or the Co-Collateral Agents in connection with this Agreement or Agent under any other of the Loan Document, Documents; (ii2) second, to the principal and interest of Swingline Loans made extent all amounts referred to the Borrowers by the Swingline Lender and not reimbursed by the Lenders until in preceding clause (1) have been paid in full, to pay (iiion a ratable basis) third, pro rata to interest due in respect of all Protective Advances and Overadvances, (iv) fourth, pro rata to the principal amount of all Protective Advances and Overadvances, (v) fifth, pro rata to Reimbursement Obligations for which the Issuing Bank has not received reimbursement pursuant to Section 2.17(e), (vi) sixth, pro rata to interest due to the Lenders upon any of the Loans made to the Borrowers and to the outstanding Obligations consisting of reasonable fees, costs and expenses (including reasonable attorneys’ fees and expensesAttorney’s Costs) incurred by (or owing to) the Lenders in connection with L/C Issuers under any of the Loan Documents; (and 3) third, to the extent payable or reimbursable all amounts referred to the Lenders underin preceding clauses (1) this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until and (2) have been paid in full, to pay (viion a ratable basis) seventhall accrued and unpaid interest actually due and payable on the Revolving Loans, pro rata to L/C Borrowings and all Agent Advances, scheduled periodic payments due under Secured Cash Management Obligations and Qualified Hedging Agreements and all accrued and unpaid fees actually due and payable to the Agents, the L/C Issuers and the Lenders pursuant to the Loan Documents; (4) fourth, to the extent all amounts referred to in connection with this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until preceding clauses (1) through (3), inclusive, have been paid in full, to repay (viiion a ratable basis) eighththe outstanding principal amount of Agent Advances (whether or not then due and payable) and all accrued and unpaid interest thereon; (5) fifth, pro rata to the extent all amounts referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal amount of the Revolving Loans made (whether or not then due and payable) and all accrued and unpaid interest thereon and outstanding and any breakage, termination or other payments under Secured Cash Management Obligations or Qualified Hedging Agreements; (6) sixth, to the Borrowers by each Lender according extent all amounts referred to their respective Pro Rata Percentages thereof in preceding clauses (and1) through (5), inclusive, have been paid in full, but only if requested by the Agent a Default or the Required Lenders after the occurrence of any an Event of Default, on a pro rata basisDefault has occurred and is continuing, to Cash Collateralize (on a ratable basis) all outstanding Letters of Credit issued (such Cash Collateral to be held by the Administrative Agent while a Default or an Event of Default exists in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent and applied to the Obligations of the Borrower to the L/C Issuers and/or the Lenders in respect of any unreimbursed drawings under any Letters of Credit made under any such Letters of Credit); (7) and any Bank Product seventh, to the extent all amounts referred to in preceding clauses (1) through (6), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and owing payable to the Agents and the Lenders under any of the Loan Documents; and (8) eighth, to the extent of Reserves then maintained by the Agent with respect thereto all amounts referred to in preceding clauses (but excluding Bank Product Obligations that are not then covered by such Reserves1) through (7), (ix) ninthinclusive, pro rata to any Bank Product Obligations then due and owing that were not paid pursuant to immediately preceding clause (viii), until have been paid in full, (x) tenththe balance, pro rata to any other Obligations then due and owing until paid in full and (xi) eleventhif any, any remaining amounts to the Administrative Borrower on behalf of the Borrowersto be used for any purpose not prohibited under this Agreement.

Cash Dominion. On each Business Day during The Borrower and Guarantors will implement cash management procedures customary for facilities of this type and reasonably satisfactory to the Lender, including, but not limited to, customary lockbox arrangements and blocked account agreements, which will provide for the Lender to have control of certain deposit and securities accounts as required by the Lender. (A) Until the later of (i) December 31, 2012 and (ii) the occurrence of a Trigger Event (as defined below), and (B) thereafter at any time that a Cash Dominion Period Event (as defined below) shall have occurred and be continuing, the Borrower and the Guarantors will cause or direct all cash to be transferred daily to an account subject to a blocked account agreement or to an account of the Lender maintained with Xxxxx Fargo Bank, National Association (the “Collection Account”). All amounts deposited or transferred into a blocked account during a Cash Dominion Event will be swept daily to the Collection Account. All amounts deposited into the Collection Account will be will be used to reduce exposure (without any reduction in commitments) under the Senior Credit Facility. A “Trigger Event” shall have occurred (a) when Excess Availability has exceeded thirty percent (30%) of the Loan Cap for forty-five (45) consecutive days and (b) no Event of Default then exists and is continuing, all funds credited in immediately available funds to an Approved Deposit Account and an Approved Securities Account the previous Business Day . A “Cash Dominion Event” shall be applied, as and when received by the Agent (unless Section 9.01 is otherwise applicable at such time), (i) first, pro rata to the Obligations consisting of fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by (or owing to) the Agent and the Co-Collateral Agents in connection with this Agreement or any other Loan Document, (ii) second, to the principal and interest of Swingline Loans made to the Borrowers by the Swingline Lender and not reimbursed by the Lenders until paid in full, (iii) third, pro rata to interest due in respect of all Protective Advances and Overadvances, (iv) fourth, pro rata to the principal amount of all Protective Advances and Overadvances, (v) fifth, pro rata to Reimbursement Obligations for which the Issuing Bank has not received reimbursement pursuant to Section 2.17(e), (vi) sixth, pro rata to interest due to the Lenders have occurred upon any date that (a) Excess Availability is less than thirty percent (30%) of the Loans made to Loan Cap, or (b) an Event of Default arises. The occurrence of a Cash Dominion Event shall be deemed continuing thereafter until a Trigger Event occurs; provided that a Cash Dominion Event shall be deemed continuing (even if a Trigger Event has occurred) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) previous occasions after the Borrowers and to the Obligations consisting Closing Date. The termination of costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders a Cash Dominion Event shall in connection with (and to the extent payable no way limit, waive or reimbursable to the Lenders under) this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (vii) seventh, pro rata to fees due to the Lenders in connection with this Agreement or any other Loan Document according to their respective Pro Rata Percentages thereof until paid in full, (viii) eighth, pro rata to the principal of the Revolving Loans made to the Borrowers by each Lender according to their respective Pro Rata Percentages thereof (and, if requested by the Agent or the Required Lenders after delay the occurrence of any a subsequent Cash Dominion Event of Default, on a pro rata basis, to Cash Collateralize Letters of Credit) and any Bank Product Obligations then due and owing to in the extent of Reserves then maintained by event that the Agent with respect thereto (but excluding Bank Product Obligations that are not then covered by such Reserves), (ix) ninth, pro rata to any Bank Product Obligations then due and owing that were not paid pursuant to immediately preceding clause (viii), until paid conditions set forth in full, (x) tenth, pro rata to any other Obligations then due and owing until paid in full and (xi) eleventh, any remaining amounts to the Administrative Borrower on behalf of the Borrowersthis section again arise.