Common use of Dominion Accounts Clause in Contracts

Dominion Accounts. (a) The Borrower and the other Loan Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien on the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent 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 checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. (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 UCC) and all proceeds of Revolver Priority Collateral (except as provided in Section ‎6.07(f)) 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 (but not later than the next Business Day) deposit same into the applicable Dominion Account. Subject to Section ‎2.14(f), all amounts in the 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 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 by Section ‎7.02, compliance with the provisions of the first sentence of Section ‎6.14(b) and the provisions of Section ‎6.14(c) shall be completed no later than the date that is 30 days after the consummation of such Acquisition (or such later date as the Administrative Agent shall agree).

Dominion Accounts. (a) The Borrower and the other Loan Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien on the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent 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 checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. (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 UCC) and all proceeds of Revolver Priority Collateral (except as provided in Section ‎6.07(f6.07(f)) 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(f6.07(f)), it shall hold same in trust for the Administrative Agent, for the benefit of the Lenders, and promptly (but not later than the next Business Day) deposit same into the applicable Dominion Account. Subject to Section ‎2.14(f2.14(d), all amounts in the 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 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 6.14 and Section ‎2.14(f2.14(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 by Section ‎7.027.02, compliance with the provisions of the first sentence of Section ‎6.14(b6.14(b) and the provisions of Section ‎6.14(c6.14(c) shall be completed no later than the date that is 30 days after the consummation of such Acquisition (or such later date as the Administrative Agent shall agree).

Dominion Accounts. (a) On and after the Cash Dominion Date (as defined in that certain Third Amendment to Revolving Credit Agreement dated as of November 24, 2009, among the Borrower, the Administrative Agent, and the Lenders party thereto): (i) The Borrower and the other Loan Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from each lockbox servicer servicer, depository bank and Dominion Account bank, establishing the Administrative Agent’s control over and Lien on the lockbox lockbox, such other account or Dominion Account, requiring immediate deposit of all remittances received in the lockbox or other account to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent nor any Lender assumes any responsibility to the Borrower or any other Loan Party for any lockbox arrangement arrangement, other account or Dominion Account, including any claim of accord and satisfaction or release with respect to any checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. (bii) The Borrower and other Loan Parties shall request in writing, and otherwise take such steps as may be reasonably necessary to direct, writing that all payments on accounts Accounts (as defined in the UCC) and all proceeds of Revolver Priority Collateral (except as provided in Section ‎6.07(f)) 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))Account, it shall hold same in trust for the Administrative Agent, for the benefit of the Lenders, and promptly (but not later than the next Business Day) deposit same into the applicable Dominion Account. Subject to Section ‎2.14(f), all amounts in the 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 business on each Business Day. (cb) 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 .” (q) Section 7.11 of the Administrative Agent of any opening or closing of a deposit accountCredit Agreement (Financial Covenants) is hereby amended in its entirety to read as set forth below. (da) Notwithstanding Permit the foregoing or anything Consolidated Interest Coverage Ratio as of the end of each fiscal quarter set forth below for which a ratio is set forth opposite such fiscal quarter to be less than the ratio set forth opposite such fiscal quarter: December 31, 2009 1.25 to 1.00 March 31, 2010 Not Tested June 30, 2010 1.00 to 1.00 September 30, 2010 1.25 to 1.00 December 31, 2010 1.50 to 1.00 March 31, 2011 1.50 to 1.00 June 30, 2011 and each fiscal quarter 2.00 to 1.00 thereafter (b) Permit the Consolidated Leverage Ratio as of the end of each fiscal quarter set forth below for which a ratio is set forth opposite such fiscal quarter to be greater than the ratio set forth opposite such fiscal quarter: December 31, 2009 6.75 to 1.00 March 31, 2010 Not Tested June 30, 2010 Not Tested September 30, 2010 Not Tested December 31, 2010 5.25 to 1.00 March 31, 2011 5.25 to 1.00 June 30, 2011 and each fiscal quarter 4.50 to 1.00 thereafter (c) Permit Consolidated EBITDA to be less than (i) $5,000,000 for the period of three months ending Mxxxx 00, 0000, (xx) $80,000,000 for the period of six months ending June 30, 2010, and (iii) $140,000,000 for the period of nine months ending September 30, 2010.” (r) Exhibit C to the contrary hereinCredit Agreement (Compliance Certificate) is hereby amended by replacing Schedule 1 with the schedule set forth on Schedule 1 attached to this Amendment and Schedule 2 with the schedule set forth on Schedule 2 to this Amendment. Exhibit F to the Credit Agreement (Form of Borrowing Base Report) is hereby amended to reflect the changes set forth in clause (n) hereof. All references to such schedules in the Credit Agreement, upon Exhibit C, Exhibit F and the reasonable request other Loan Documents shall mean such schedules as amended hereby. (s) Exhibit C-1 is added to the Credit Agreement in the form set forth on Schedule 3 to this Amendment (t) Exhibit G to the Credit Agreement (Security Agreement) and each executed Security Agreement are hereby amended as follows and all references to such Exhibit and Security Agreements in the Loan Documents shall mean the Exhibit and Security Agreements as amended hereby: (i) Clause (1) of Paragraph 3 of the BorrowerSecurity Agreement is amended in its entirety to read as follows: (1) Any and all deposit accounts and bank accounts, now owned or hereafter acquired or opened by each Debtor, including, without limitation, any such accounts set forth on Annex B, including any Dominion Accounts, and any account which is a replacement or substitute for any of such accounts, together with all monies, instruments, certificates, checks, drafts, wire transfer receipts, and other property deposited therein and all balances therein (xthe “Deposit Accounts”);” and (ii) exceptions to this Section ‎6.14 and Section ‎2.14(fClause (j) may be granted at the discretion of Paragraph 5 of the Administrative Agent Security Agreement is amended in its entirety 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 by Section ‎7.02, compliance with the provisions of the first sentence of Section ‎6.14(b) and the provisions of Section ‎6.14(c) shall be completed no later than the date that is 30 days after the consummation of such Acquisition (or such later date read as the Administrative Agent shall agree).follows:

Dominion Accounts. (a) The Borrower and the other Loan Parties shall establish and maintain such Dominion Accounts as the Administrative Agent shall request Accounts, in its reasonable discretion each case pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) . The Loan Parties shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent, from each lockbox servicer and Dominion Account bank, establishing the Administrative Collateral Agent’s control over and first priority perfected Lien on in the lockbox or Dominion Account, Account and requiring immediate the prompt deposit of all remittances received in the any lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of AmericaBofA, the Administrative Agent may may, during any Dominion Trigger Period, require immediate prompt transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the BofA. The Administrative Agent nor any Lender assumes any and the Lenders assume no responsibility to the Borrower or any other Loan Party Parties for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any checks, drafts, or other items of payment payable to the Borrower or such other Loan Party Payment Items accepted by any bank. During any time when a Dominion Trigger Period is not in effect, the Loan Parties shall be entitled to move funds from each Dominion Account to any other accounts of the Loan Parties and their Subsidiaries as the Loan Parties may designate, which funds may be used for any purpose not prohibited by this Agreement. (b) The ledger balance in each Dominion Account as of the end of a Business Day and all proceeds of the ABL Priority Collateral received by the Collateral Agent as of the end of any Business Day shall be applied to the Obligations at the beginning of the next Business Day during any Dominion Trigger Period. If, as a result of such application, (a) all Obligations then due and owing have been paid in full in cash, (b) all Letters of Credit have been Cash Collateralized in accordance with the terms hereof, and (c) no request for a Loan or Letter of Credit is pending, and a credit balance exists, the balance shall promptly be made available to the Loan Parties upon the request of the Borrower and other Representative. (c) The Loan Parties shall request in writing, writing and otherwise take such all commercially reasonable steps as may to ensure that (i) each payment on each Account that arises from the rendition of services intended to be reasonably necessary to direct, that all payments on accounts (as defined included in the UCCBorrowing Base (whether or not constituting an Eligible Account) at such time and (ii) each payment on any Permitted Additional Services Account is in each case of clauses (i) and all proceeds of Revolver Priority Collateral (except as provided in Section ‎6.07(f)ii) 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 Payment Items with respect to (A) any account (as defined Account that arises from the rendition of services intended to be included in the UCCBorrowing Base (whether or not constituting an Eligible Account) at such time or in respect of Revolver Priority Collateral (except as provided in Section ‎6.07(f))B) any Account that is a Permitted Additional Services Account, it shall hold same in trust for the Administrative Agent, for the benefit of the Lenders, Collateral Agent and promptly (but not later than the next Business Day) deposit same into the applicable a Dominion Account. Subject to Section ‎2.14(f)During any Dominion Trigger Period, all amounts in any Dominion Account and all payments on Accounts or otherwise relating to the Dominion Accounts ABL Priority Collateral shall be automatically transferred applied to such account or accounts as the Borrower may designate from time to time not later than the close of business Obligations on each Business DayDay as provided in Sections 2.05(b) and 2.23(b). (cd) The Borrower [Reserved]. (e) Schedule 2.23 sets forth, as of the Closing Date, all Dominion Accounts. A Loan Party (or Loan Parties) shall be the sole account holder (or holders) of each Dominion Account and the shall not allow any other Loan Parties shall take all actions necessary to establish the Administrative Agent’s control over each deposit account Person (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 or the costs of establishing such Collateral Agent) to have control shall be excessive in view of the benefits to be obtained by the Lenders therefrom)over a Dominion Account. The Borrower or applicable Each Loan Party shall promptly notify the Administrative Agent Agents of any opening or closing of a deposit accountDominion Account and will amend Schedule 2.23 to reflect the same, which amendment shall be effective notwithstanding any other requirements set forth herein relating to the approval of amendments. (df) Notwithstanding the foregoing or anything herein to the contrary hereincontrary, upon the reasonable request of Loan Parties shall be deemed to be in compliance with the Borrower, (x) exceptions to requirements set forth in this Section ‎6.14 and Section ‎2.14(f) may be granted at 2.23 during the discretion of initial 90-day period commencing on the Administrative Agent to take into account operational needs of the Borrower and its Restricted Subsidiaries in the ordinary course of business and (y) Closing Date to the extent that any deposit accounts the arrangements described above are acquired by a Loan Party in connection with an Acquisition permitted by Section ‎7.02, compliance with the provisions of the first sentence of Section ‎6.14(b) established and the provisions of Section ‎6.14(c) shall be completed no effective not later than the date that is 30 90 days after following the consummation of such Acquisition (Closing Date or such later date as the Administrative Agent shall Agent, in its sole discretion, may agree).

Dominion Accounts. (a) The Borrower and the other Loan Parties shall maintain such Dominion Accounts as the Administrative Agent shall request in its reasonable discretion pursuant to lockbox or other arrangements reasonably acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance reasonably satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien on the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges incurred in connection with such lockbox or other account. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither the Administrative Agent 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 checks, drafts, or other items of payment payable to the Borrower or such other Loan Party accepted by any bank. (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 UCC) and all proceeds of Revolver Priority Collateral (except as provided in Section ‎6.07(f)) 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 (but not later than the next Business Day) deposit same into the applicable Dominion Account. Subject to Section ‎2.14(f‎2.14(d), all amounts in the 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 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, (xi) exceptions to this Section ‎6.14 and Section ‎2.14(f‎2.14(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 (yii) to the extent that any deposit accounts are acquired by a Loan Party in connection with an Acquisition permitted by Section ‎7.02, compliance with the provisions of the first sentence of Section ‎6.14(b) and the provisions of Section ‎6.14(c) shall be completed no later than the date that is 30 days after the consummation of such Acquisition (or such later date as the Administrative Agent shall agree).