Common use of Maintenance of Dominion Accounts Clause in Contracts

Maintenance of Dominion Accounts. The Borrowers and the Canadian Credit Parties shall maintain one or more Dominion Accounts, each pursuant to a lockbox or other arrangement acceptable to the Administrative Agent, with such bank as may be selected by the Borrowers or the Canadian Credit Parties, as applicable, and be acceptable to the Administrative Agent. The Borrowers and the Canadian Credit Parties shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the related Dominion Account. The Borrowers and the Canadian Credit Parties, as applicable, shall enter into Deposit Account Control Agreements, in form satisfactory to the Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall, upon the occurrence and during the continuation of a Liquidity Period, immediately transfer to the U.S. Payment Account all monies deposited to a U.S. Dominion Account constituting proceeds of Collateral considered in calculating the U.S. Borrowing Base and to the Canadian Payment Account all monies deposited to a Canadian Dominion Account constituting proceeds of Canadian Collateral considered in calculating the Canadian Borrowing Base. All funds deposited in each Dominion Account shall be subject to the Collateral Agent’s perfected first priority Lien (subject to Permitted Liens that are expressly permitted by this Agreement to be prior Liens). The Borrowers and the Canadian Credit Parties shall obtain Deposit Account Control Agreements (in favor of and in form and content satisfactory to the Administrative Agent) by each bank at which a Dominion Account is maintained which shall include the agreements, such bank to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges (including without limitation fees and chargebacks) incurred in the administration of such Dominion Account and such other exceptions as agreed to by the Administrative Agent acting reasonably. Neither the Agents nor Lenders assume any responsibility to the Borrowers or the Canadian Credit Parties for such lockbox arrangement or, upon the occurrence and during the continuation of a Liquidity Period, any Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Accounts. The Borrowers and the Canadian Credit Parties shall maintain one or more Dominion Accounts, each pursuant to a lockbox or other arrangement acceptable to the Administrative Agent, with such bank as may be selected by the Borrowers or the Canadian Credit Parties, as applicable, and be acceptable to the Administrative Agent. The Borrowers and the Canadian Credit Parties shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the related Dominion Account. The Borrowers and the Canadian Credit Parties, as applicable, shall enter into Deposit Account Control Agreements, in form satisfactory to the Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall, upon the occurrence and during the continuation of a Liquidity Period, immediately transfer to the U.S. Payment Account all monies deposited to a U.S. Dominion Account constituting proceeds of Collateral considered in calculating the U.S. Borrowing Base and to the Canadian Payment Account all monies deposited to a Canadian Dominion Account constituting proceeds of Canadian Collateral considered in calculating the Canadian Borrowing Base. All funds deposited in each Dominion Account shall be subject to the Collateral Agent’s perfected first priority Lien (subject to Permitted Liens that are expressly permitted by this Agreement to be prior Liens). The Borrowers and the Canadian Credit Parties shall obtain Deposit Account Control Agreements (in favor of and in form and content satisfactory to the Administrative Agent) by each bank at which a Dominion Account is 148 maintained which shall include the agreements, such bank to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges (including without limitation fees and chargebacks) incurred in the administration of such Dominion Account and such other exceptions as agreed to by the Administrative Agent acting reasonably. Neither the Agents nor Lenders assume any responsibility to the Borrowers or the Canadian Credit Parties for such lockbox arrangement or, upon the occurrence and during the continuation of a Liquidity Period, any Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Accounts. The Borrowers and Commencing no later than forty-five (45) days after the Canadian Credit Parties shall maintain one or more Dominion AccountsClosing Date, each Borrower shall maintain, and shall cause each Subsidiary of such Borrower to maintain (other than Restricted Subsidiaries), at Borrowers' expense, a Dominion Account or Accounts pursuant to a lockbox or other arrangement and blocked account arrangements acceptable to the Administrative Agent, in the case of Domestic Borrowers and their Subsidiaries (other than Canadian Borrower and Restricted Subsidiaries), and Canadian Agent, in the case of Canadian Borrower, with such bank banks as may be selected by the such Borrowers or the and be acceptable to Administrative Agent and Canadian Credit PartiesAgent, as applicable, for direct deposit of payments and be acceptable other remittances. No later than forty-five (45) days after the Closing Date, each Domestic Borrower shall issue, and shall cause each of its Subsidiaries (other than Canadian Borrower and Restricted Subsidiaries) to the Administrative Agent. The Borrowers and the Canadian Credit Parties shall issue issue, to each any such lockbox bank banks an irrevocable letter of instruction directing such bank banks to deposit all payments or other remittances received in the lockbox and blocked accounts to such Borrower's Dominion Account for daily application on account of the related Obligations, and Canadian Borrower shall issue to any such banks an irrevocable letter of instruction directing such banks to deposit all payments or other remittances received in the lockbox and blocked accounts to Canadian Borrower's Dominion Account. The Borrowers and Account for application on account of the Canadian Credit Parties, as applicable, shall enter into Deposit Account Control Agreements, Obligations in form satisfactory to the Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall, upon event of the occurrence and during the continuation of a Liquidity Period, immediately transfer to the U.S. Payment Account all monies deposited to a U.S. Dominion Account constituting proceeds an Event of Collateral considered in calculating the U.S. Borrowing Base and to the Canadian Payment Account all monies deposited to a Canadian Dominion Account constituting proceeds of Canadian Collateral considered in calculating the Canadian Borrowing BaseDefault. All funds deposited in each any Dominion Account shall be subject to immediately become the Collateral property of, in the case of Domestic Borrowers and their Subsidiaries (other than Canadian Borrower and Restricted Subsidiaries), Administrative Agent’s perfected first priority Lien (subject to Permitted Liens that are expressly permitted by this Agreement to be prior Liens). The Borrowers , for the ratable benefit of Lenders, and, in the case of Canadian Borrower, Canadian Agent, for the ratable benefit of Canadian Lender and the Canadian Credit Parties Participating Lenders, and the applicable Borrowers shall obtain Deposit Account Control Agreements (and shall cause their applicable Subsidiaries to obtain) the agreement by such banks in favor of Administrative Agent and in form and content satisfactory to the Administrative Canadian Agent) by each bank at which a Dominion Account is maintained which shall include the agreements, such bank as applicable, to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges (including without limitation fees and chargebacks) incurred in the administration of such Dominion Account and such other exceptions as agreed to by the so deposited. Neither Administrative Agent acting reasonably. Neither the Agents nor Lenders assume Canadian Agent assumes any responsibility to the Borrowers or the Canadian Credit Parties for such lockbox arrangement orand blocked account arrangements, upon the occurrence and during the continuation of a Liquidity Periodincluding, any Dominion Accountwithout limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Accounts. The Borrowers U.S. Domiciled Obligors (other than Topgolf and Subsidiaries of Topgolf), Canadian Domiciled Obligors, German Domiciled Obligors, Dutch Domiciled Obligors and commencing 90 days after the Canadian Credit Parties Closing Date (or such later date as Agent may approve in its sole discretion), U.S. Domiciled Obligors which are Topgolf and Subsidiaries of Topgolf, shall maintain one or more Dominion Accounts, each Accounts pursuant to a lockbox or other arrangement arrangements reasonably acceptable to Agent. U.S. Domiciled Obligors (other than Topgolf and Subsidiaries of Topgolf), Canadian Domiciled Obligors, German Domiciled Obligors, Dutch Domiciled Guarantors and commencing 90 days after the Administrative Closing Date (or such later date as Agent may approve in its sole discretion), U.S. Domiciled Obligors which are Topgolf and Subsidiaries of Topgolf, shall obtain an agreement (in form and substance reasonably satisfactory to Agent) from each lockbox servicer and Dominion Account bank, with establishing Agent’s control over and Lien (governed by the laws of the jurisdiction in which such bank as Dominion Account is domiciled) in the lockbox or Dominion Account, which may be selected exercised by the Borrowers Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in any such lockbox to a Dominion Account, and waiving offset rights of such servicer or the bank, except for customary administrative charges. If a Dominion Account of a U.S. Domiciled Obligor, Canadian Credit PartiesDomiciled Obligor, German Domiciled Obligor or Dutch Domiciled Obligor is not maintained with Bank of America or Bank of America (Canada), as applicable, and be acceptable Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to the Administrative Agent. The Borrowers and the Canadian Credit Parties shall issue to each such lockbox bank an irrevocable letter a Dominion Account maintained with Bank of instruction directing such bank to deposit all payments America or other remittances received in the lockbox to the related Dominion Account. The Borrowers and the Canadian Credit PartiesBank of America (Canada), as applicable, . U.K. Domiciled Obligors shall enter into Deposit Account Control Agreements, in form satisfactory maintain Dominion Accounts at all times pursuant to the Administrative arrangements reasonably acceptable to Agent, with each bank at which a Dominion Account is maintained by which such bank shall, upon the occurrence and during the continuation ; provided that Subsidiaries of a Liquidity Period, immediately transfer to the U.S. Payment Account all monies deposited to a U.S. Dominion Account constituting proceeds of Collateral considered in calculating the U.S. Borrowing Base and to the Canadian Payment Account all monies deposited to a Canadian Dominion Account constituting proceeds of Canadian Collateral considered in calculating the Canadian Borrowing Base. All funds deposited in each Dominion Account shall be subject to the Collateral Agent’s perfected first priority Lien (subject to Permitted Liens Topgolf that are expressly permitted by this Agreement to be prior Liens). The Borrowers and the Canadian Credit Parties shall obtain Deposit Account Control Agreements (in favor of and in form and content satisfactory to the Administrative Agent) by each bank at which a Dominion Account is maintained which shall include the agreements, such bank to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges (including without limitation fees and chargebacks) incurred in the administration of such Dominion Account and such other exceptions as agreed to by the Administrative Agent acting reasonably. Neither the Agents nor Lenders assume any responsibility to the Borrowers or the Canadian Credit Parties for such lockbox arrangement or, upon the occurrence and during the continuation of a Liquidity Period, any Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.are