Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Agent. Obligors shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to Agent, from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and first priority perfected Lien in the lockbox or Dominion Account, requiring the immediate deposit of all remittances received in any lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. Prior to a Cash Dominion Period, Agent shall not deliver a notice of Exclusive Control with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that Agent may and, upon the written direction of the Required Lenders given at any time during such Cash Dominion Trigger Period, shall deliver a notice of exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to Borrowers 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. Promptly following the commencement of any Cash Dominion Trigger Period, each Borrower shall give notice reasonably satisfactory to Agent to each credit card processor that processes its credit card receivables to require it to make daily transfers of the payments due from such processor to a Dominion Account.

Maintenance of Dominion Account. Obligors The Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. Obligors The Borrowers shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case an agreement (in form and substance reasonably satisfactory to the Agent, ) from each any lockbox servicer and utilized by a Borrower or the depository institution maintaining a Dominion Account bank(to the extent such depository institution is not the Agent), establishing the Agent’s control over and first priority perfected Lien in the such lockbox or Dominion Account, under which the Agent may give written notice at any time during a Triggered Activation Period or after the occurrence of an Event of Default, requiring the immediate deposit of all remittances received in any such lockbox to a Dominion AccountAccount or immediate transfer of all funds in such Dominion Account to the Agent for application to the Obligations, as applicable, and waiving offset rights of such servicer or bankbank against any funds collected in such lockbox or deposited into such Dominion Account, except offset rights for customary administrative charges. Prior The Agent and the Lenders agree that any such notice by the Agent pursuant to a Cash Dominion Period, Agent this Section shall not deliver a notice of Exclusive Control with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that Agent may and, upon the written direction of the Required Lenders only be given at any time during such Cash Dominion Trigger Period, shall deliver after the occurrence of a notice Triggered Activation Period or after the occurrence of exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer an Event of all funds in such account to Default. Each agreement with any lockbox servicer or depository maintaining a Dominion Account maintained with Bank will provide that the Agent’s authority to direct the deposit or transfer of Americafunds received in such lockbox or deposited in such Dominion Account will not be effective until written notice is given by the Agent to such lockbox servicer or Dominion Account depository. Neither the Agent and nor the Lenders assume no any responsibility to the Borrowers 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. Promptly following the commencement of any Cash Dominion Trigger Period, each Borrower shall give notice reasonably satisfactory to Agent to each credit card processor that processes its credit card receivables to require it to make daily transfers of the payments due from such processor to a Dominion Account.

Maintenance of Dominion Account. Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Agent. Obligors shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case in form and substance reasonably satisfactory to Agent, from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and first priority fully perfected Lien in the lockbox or Dominion Account, subject only to certain Permitted Liens, including for the avoidance of doubt, the Lien in favor of the Revolving Loan Agent with the priority provided for in the Intercreditor Agreement, requiring the immediate deposit of all remittances received in any lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. Prior to a Cash Dominion Period, Agent shall not deliver a notice of Exclusive Control with respect to any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that that, subject to the Intercreditor Agreement, Agent may and, upon the written direction of the Required Lenders given at any time during such Cash Dominion Trigger Period, shall deliver a notice of exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of AmericaAmerica or another bank satisfactory to Agent. Agent and Lenders assume no responsibility to Borrowers Borrower 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. Promptly following the commencement of any Cash Dominion Trigger Period, each Borrower shall give notice reasonably satisfactory to Agent to each credit card processor that processes its credit card receivables to require it to make daily transfers of the payments due from such processor to a Dominion Account.

Maintenance of Dominion Account. Obligors Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Administrative Agent. Obligors Borrowers shall obtain a Deposit Account Control Agreement or a Securities Account Control Agreement, in each case an agreement (in form and substance reasonably satisfactory to Administrative Agent, ) from each lockbox servicer and Dominion Account bank, establishing Administrative Agent’s control over and first priority perfected Lien in the lockbox or Dominion Account, which may be exercised by Administrative Agent during any Dominion Trigger Period, requiring the immediate deposit of all remittances received in any the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. Prior to If a Cash Dominion PeriodAccount is not maintained with Administrative Agent, Administrative Agent shall not deliver a notice of Exclusive Control with respect to may, during any Dominion Account. During a Cash Dominion Trigger Period, each Obligor hereby irrevocably waives the right to direct the application of funds in a Dominion Account and agrees that Agent may and, upon the written direction of the Required Lenders given at any time during such Cash Dominion Trigger Period, shall deliver a notice of exclusive control (as described in each Deposit Account Control Agreement) to each Dominion bank for each Dominion Account, and thereafter require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of AmericaAdministrative Agent. Administrative Agent and Lenders assume no responsibility to Borrowers 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. Promptly following the commencement of During any Cash Dominion Trigger Period, each Borrower Borrowers shall give notice reasonably satisfactory request in writing and otherwise take all necessary steps to Agent ensure that all payments on Accounts or otherwise relating to each credit card processor that processes its credit card receivables Collateral are made directly to require it to make daily transfers of the payments due from such processor a Dominion Account (or a lockbox relating to a Dominion Account). If any Loan Party receives cash or Payment Items with respect to any Collateral during any Dominion Trigger Period, it shall hold same in trust for Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.