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 (a) Within thirty (30) days of the Closing Date and at all times thereafter, Domestic Borrower shall maintain, and, if requested by Administrative Agent, shall cause each Subsidiary of such Borrower (other than other Borrowers and the Canadian Credit Parties shall maintain one Restricted Subsidiaries) to maintain, at Domestic Borrower's expense, a Dominion Account or more Dominion Accounts, each Accounts pursuant to a lockbox or other arrangement and blocked account arrangements acceptable to the Administrative Agent, with such bank banks as may be selected by the Borrowers or the Canadian Credit Parties, as applicable, Domestic Borrower and be acceptable to the Administrative AgentAgent for direct deposit of payments and other remittances. The Borrowers Domestic Borrower shall issue, and the Canadian Credit Parties shall issue cause each of its Subsidiaries required to each maintain such lockbox bank account arrangements hereunder to issue, to any such 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 Domestic Borrower's Dominion Account for application on account of the Domestic Obligations (with all such applications described in this sentence to be conducted in the manner set forth in the second sentence of Section 3.3.1). (b) No later than thirty (30) days subsequent to the related Closing Date, Domestic Borrower shall notify each Account Debtor of Domestic Borrower to remit all payments and other remittances with respect to Accounts payable by such Account Debtor to the lockboxes described in Section 6.2.4 (a) above. Domestic Borrower shall use its best efforts to cause all such payments and other remittances to be deposited in the lockboxes described in Section 6.2.4 (a) above no later than one hundred fifty (150) days subsequent to the Closing Date. (c) Until such time as the lockboxes and Dominion AccountAccounts described in Section 6.2.4 (a) above shall have been established, Domestic Borrower shall immediately remit in kind all checks and other instruments for the payment of money payable to Domestic Borrower to the BofA Account upon receipt thereof by Domestic Borrower. (d) Canadian Borrower shall maintain, at Canadian Borrower's expense, the RBC Account (which is a Dominion Account for purposes of this Agreement) pursuant to blocked account arrangements acceptable to Administrative Agent (or other Dominion Account or Accounts pursuant to blocked account arrangements acceptable to Administrative Agent, with such banks as may be selected by Canadian Borrower and be acceptable to Administrative Agent) for direct deposit of payments and other remittances. The Amounts deposited in Canadian Borrower's Dominion Account shall be applied on account of the Canadian Obligations in the event of the occurrence of an Event of Default (with all such applications described in this sentence to be conducted in the manner set forth in the second sentence of Section 3.3.1). (e) Effective as of the UK Closing Date and at all times thereafter, UK Borrowers shall maintain, at UK Borrowers' expense, (i) a Dominion Account or Accounts pursuant to collection account letters acceptable to UK Agent with Fleet UK for direct deposit of payments and other remittances and (ii) their primary disbursement accounts and other cash management accounts with Fleet UK and shall, within a reasonable time after the UK Closing Date, close all of their other deposit and cash management accounts in the United Kingdom. Amounts deposited in the UK Borrowers' Dominion Account shall be applied on account of the UK Obligations (with all such applications described in this sentence to be conducted in the manner set forth in the second sentence of Section 3.3.1). (f) All funds deposited in any Dominion Account shall, to the extent of the applicable Obligations, immediately become the property of, in the case of Domestic Borrower and its Subsidiaries (other than Canadian Borrower, UK Borrowers and Restricted Subsidiaries), Administrative Agent, for the benefit of itself, Canadian Agent, UK Agent, Bank and the Lenders, and, in the case of Canadian Borrower, Canadian Agent, for the benefit of Canadian Lender, the Canadian Participating Lenders, UK Lender and the UK Participating Lenders, and, in the case of UK Borrowers, UK Agent, for the benefit of UK Lender, the UK Participating Lenders, Canadian Agent and the Canadian Credit PartiesParticipating Lenders, and the applicable Borrowers shall obtain (and shall cause their applicable Subsidiaries to obtain) the agreement by such banks in favor of Administrative Agent, Canadian Agent and UK Agent, as applicable, shall enter into Deposit Account Control Agreementsto waive any recoupment, in form satisfactory to compensation rights, offset rights and any security interest or hypothec in, or against, the funds so deposited. Neither 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 UK 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 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 (a) Domestic Borrower shall maintain, and, if requested by Administrative Agent, shall cause each Subsidiary of such Borrower (other than other Canadian Borrower and the Canadian Credit Parties shall maintain one Restricted Subsidiaries) to maintain, at Domestic Borrower’s expense, a Dominion Account or more Dominion Accounts, each Accounts pursuant to a lockbox or other arrangement and blocked account arrangements acceptable to the Administrative Agent, with such bank banks as may be selected by the Borrowers or the Canadian Credit Parties, as applicable, Domestic Borrower and be acceptable to the Administrative AgentAgent for direct deposit of payments and other remittances. The Borrowers Domestic Borrower shall issue, and the Canadian Credit Parties shall issue cause each of its Subsidiaries required to each maintain such lockbox bank account arrangements hereunder to issue, to any such 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 Domestic Borrower’s Dominion Account for application on account of the Domestic Obligations (with all such payments and remittances to be applied, prior to the related occurrence of an Event of Default, first to outstanding Domestic Revolving Credit Loans with any remaining amounts remitted to Domestic Borrower). (b) Canadian Borrower shall maintain, at Canadian Borrower’s expense, the RBC Account (which is a Dominion AccountAccount for purposes of this Agreement) pursuant to blocked account arrangements acceptable to Administrative Agent (or other Dominion Account or Accounts pursuant to blocked account arrangements acceptable to Administrative Agent, with such banks as may be selected by Canadian Borrower and be acceptable to Administrative Agent) for direct deposit of payments and other remittances. The Borrowers Amounts deposited in Canadian Borrower’s Dominion Account shall be applied on account of the Canadian Obligations in the event of the occurrence of an Event of Default. (c) UK Guarantors shall maintain, at UK Guarantors’ expense, (i) a Dominion Account or Accounts pursuant to collection account letters acceptable to Administrative Agent with Bank of America for direct deposit of payments and other remittances and (ii) their primary disbursement accounts and other cash management accounts with Bank of America and shall close all of their other deposit and cash management accounts in the United Kingdom, unless otherwise consented to by Administrative Agent. Amounts deposited in the UK Guarantors’ Dominion Account shall be applied on account of the Domestic Obligations (with all such payments and remittances to be applied, prior to the occurrence of an Event of Default, first to outstanding Domestic Revolving Credit Loans with any remaining amounts remitted to UK Guarantors). (d) All funds deposited in any Dominion Account shall, to the extent of the applicable Obligations, immediately become the property of, in the case of Domestic Borrower and its Subsidiaries (other than Canadian Borrower and Restricted Subsidiaries), Administrative Agent, for the benefit of itself, Canadian Agent, and the Lenders, and, in the case of Canadian Borrower, Canadian Agent, for the benefit of Canadian Lender and the Canadian Credit PartiesParticipating Lenders, and the applicable Borrowers shall obtain (and shall cause their applicable Subsidiaries to obtain) the agreement by such banks in favor of Administrative Agent and Canadian Agent, as applicable, shall enter into Deposit Account Control Agreementsto waive any recoupment, in form satisfactory to compensation rights, offset rights and any security interest or hypothec in, or against, the funds so deposited. Neither 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 nor 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 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

Maintenance of Dominion Accounts. The Borrowers (1) 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 DB1/ 136236807.8 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, . (2) 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 U.K. Domiciled Obligors shall not be required to be prior Liens). The Borrowers comply with the foregoing until the date that is 90 days after the later of (i) the Closing Date and the Canadian Credit Parties shall obtain Deposit Account Control Agreements (in favor of and in form and content satisfactory to the Administrative Agentii) 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 solely in the administration case of Subsidiaries of Topgolf in existence on the Closing Date, the date that such Dominion Account and Subsidiary becomes an Obligor (or such other exceptions longer period as agreed to by Agent in its sole discretion). Subject to the Administrative proviso in the foregoing sentence, U.K. Domiciled Obligors shall obtain an agreement (in form and substance reasonably satisfactory to Agent) from each Dominion Account bank, establishing Agent’s control over and Lien in the Dominion Account, which may be exercised by Agent acting reasonablyduring any Dominion Trigger Period, and waiving offset rights of such bank, except for customary administrative charges. Neither If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch. During any Dominion Trigger Period, on request by the Agents nor Lenders Agent, each U.K. Domiciled Obligor shall deliver to the Agent (x) an English law fixed charge in respect of its Accounts, Dominion Accounts and any other Deposit Account into which any Accounts are paid; and (y) to the extent any Account is paid into a Deposit Account that is not a Dominion Account, an agreement (in form and substance reasonably satisfactory to Agent) from the relevant account bank, establishing Agent’s control over such Deposit Account at all times and waiving offset rights of such bank, except for customary administrative charges. (3) Agent and Xxxxxxx assume any no responsibility to the Borrowers or the Canadian Credit Parties any Obligor for such any lockbox arrangement or, upon the occurrence and during the continuation of a Liquidity Period, any or Dominion Account, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank thereunderbank.