Common use of Maintenance of Dominion Accounts Clause in Contracts

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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. If a Dominion Account of a U.S. Domiciled Obligor or Canadian Domiciled Obligor is not maintained with Bank of America or Bank of America (Canada), as applicable, 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 or Bank of America (Canada), as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after the U.K. Closing Date pursuant to lockbox or other arrangements acceptable to Agent. On or prior to the U.K. Closing Date, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch (c) Agent and Lenders assume no responsibility to any Obligor 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s or Security Trustee’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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; provided that, except as provided below with respect to UK Domiciled Obligors, Dominion Accounts will be subject to springing dominion and are not required to be subject to full dominion unless and until a Cash Dominion Event is in effect. Dominion Accounts for UK Domiciled Obligors shall be subject to a fixed charge and under the sole dominion and exclusive control of Agent (or European Security Trustee) whether or not a Cash Dominion Event exists; provided that collected funds will, in the discretion of Agent, either be disbursed from such Dominion Accounts to an operating account of one of such UK Domiciled Obligors or be applied to the Obligations of Foreign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (subject to (a) a fixed charge (in the case of each UK Domiciled Obligor) or (b) a floating charge (in the case of each Dutch Domiciled Obligor) in favor of Agent or European Security Trustee) at Bank of America (London) for collection of Accounts from its Account Debtors. If a Dominion Account of a for U.S. Domiciled Obligor or Canadian Obligors is not maintained with Bank of America, the Agent may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. If a Dominion Account for any of the Australian Domiciled Obligor Obligors is not maintained with Bank of America or Bank of America (CanadaAustralia), as applicable, the Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Trigger PeriodEvent, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all funds cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (CanadaAustralia). Promptly upon request, the Obligors shall deliver such instruments and agreements, and shall take such actions, as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after Agent or the U.K. Closing Date pursuant applicable Security Trustee deems reasonably appropriate under Applicable Law to lockbox evidence or other arrangements acceptable perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to Agent. On or prior give effect to the U.K. Closing Dateintent of this Agreement. The Agent, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch (c) Agent Security Trustee and Lenders assume no responsibility to any Obligor Obligors 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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. If a Dominion Account of a U.S. Domiciled Obligor or Canadian Domiciled Obligor is not maintained with Bank of America or Bank of America (Canada), as applicable, 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 or Bank of America (Canada), as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after the U.K. Closing Date pursuant to lockbox or other arrangements acceptable to Agent. On or prior to the U.K. Closing Date, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London BranchBranch . (c) Agent and Lenders assume no responsibility to any Obligor 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s or Security Trustee’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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; provided that, except as provided below with respect to UK Domiciled Obligors, Dominion Accounts will be subject to springing dominion and are not required to be subject to full dominion unless and until a Cash Dominion Event is in effect. Dominion Accounts for UK Domiciled Obligors shall be subject to a fixed charge and under the sole dominion and exclusive control of Agent (or European Security Trustee) whether or not a Cash Dominion Event exists; provided that collected funds will, in the discretion of Agent, either be disbursed from such Dominion Accounts to an operating account of one of such UK Domiciled Obligors or be applied to the Obligations of Foreign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (subject to (a) a fixed charge (in the case of each UK Domiciled Obligor) or (b) a floating charge (in the case of each Dutch Domiciled Obligor) in favor of Agent or European Security Trustee) at Bank of America (London) for collection of Accounts from its Account Debtors. If a Dominion Account of a for U.S. Domiciled Obligor or Canadian Obligors is not maintained with Bank of America, Agent may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. If a Dominion Account for any of the Australian Domiciled Obligor Obligors is not maintained with Bank of America or Bank of America (CanadaAustralia), as applicable, Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Trigger PeriodEvent, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all funds cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (CanadaAustralia). Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after Agent or the U.K. Closing Date pursuant applicable Security Trustee deems reasonably appropriate under Applicable Law to lockbox evidence or other arrangements acceptable perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to Agent. On or prior give effect to the U.K. Closing Dateintent of this Agreement. Agent, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch (c) Agent Security Trustee and Lenders assume no responsibility 124 to any Obligor Obligors 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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. If a Dominion Account of a U.S. Domiciled Obligor or Canadian Domiciled Obligor is not maintained with Bank of America or Bank of America (Canada), as applicable, 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 or Bank of America (Canada), as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after the U.K. Closing Date pursuant to lockbox or other arrangements acceptable to Agent. On or prior to the U.K. Closing Date, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch. (c) Agent and Lenders assume no responsibility to any Obligor 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s or Security Trustee’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, 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; provided that, except as provided below with respect to UK Domiciled Obligors, Dominion Accounts will be subject to springing dominion and are not required to be subject to full dominion unless and until a Cash Dominion Event is in effect. Dominion Accounts for UK Domiciled Obligors shall be subject to a fixed charge and under the sole dominion and exclusive control of Agent (or European Security Trustee) whether or not a Cash Dominion Event exists; provided that collected funds will, in the discretion of Agent, either be disbursed from such Dominion Accounts to an operating account of one of such UK Domiciled Obligors or be applied to the Obligations of Foreign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (subject to (a) a fixed charge (in the case of each UK Domiciled Obligor) or (b) a floating charge (in the case of each Dutch Domiciled Obligor) in favor of Agent or European Security Trustee) at Bank of America (London) for collection of Accounts from its Account Debtors. If a Dominion Account of a for U.S. Domiciled Obligor or Canadian Obligors is not maintained with Bank of America, Agent may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. If a Dominion Account for any of the Australian Domiciled Obligor Obligors is not maintained with Bank of America or Bank of America (CanadaAustralia), as applicable, Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Trigger PeriodEvent, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all funds cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (CanadaAustralia). Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after Agent or the U.K. Closing Date pursuant applicable Security Trustee deems reasonably appropriate under Applicable Law to lockbox evidence or other arrangements acceptable perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to Agent. On or prior give effect to the U.K. Closing Dateintent of this Agreement. Agent, U.K. Domiciled Obligors shall obtain an agreement (in form Security Trustee and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after the U.K. Closing Date, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America, N.A., London Branch (c) Agent and Lenders Xxxxxxx assume no responsibility to any Obligor Obligors 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.

Maintenance of Dominion Accounts. (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors Borrowers shall obtain an agreement (in form and substance satisfactory to Agent) a Deposit Account Control Agreement from each lockbox servicer and Dominion Account bank, establishing Agent’s (or a Security Trustee’s) control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, Account and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account Accounts for Belgian Borrowers and Dutch Borrowers must be maintained exclusively at Bank of a U.S. Domiciled Obligor or Canadian Domiciled Obligor is not America. Dominion Accounts for Australian Borrowers, New Zealand Borrowers, Singapore Borrowers, UK Borrowers and, subject to Section 10.1.16, Norwegian Borrowers must be maintained with exclusively at Bank of America and shall be under the sole dominion and exclusive control of Agent (or Bank of America (Canada)its Security Trustee) whether or not a Cash Dominion Event exists; provided, as applicable, Agent may, during any Dominion Trigger Period, require immediate transfer of all that collected funds in will be disbursed from such account to a Dominion Account maintained with Bank of America or Bank of America (Canada), as applicable. (b) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after the U.K. Closing Date pursuant to lockbox or other arrangements acceptable to Agent. On or prior to the U.K. Closing Date, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, requiring immediate deposit discretion of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative chargesAgent. If a Dominion Account of a U.K. Domiciled Obligor for Canadian Borrowers or U.S. Borrowers is not maintained with Bank of America, N.A., London Branch, Agent may, at all times after during the U.K. Closing Dateexistence of any Cash Dominion Event, require immediate transfer of all funds cash receipts in such account to a Dominion Account maintained with Bank of America. Agent, N.A., London Branch (c) Agent Security Trustees and Lenders assume no responsibility to any Obligor Loan Parties 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. With respect to Belgian Borrowers, Canadian Borrowers, Dutch Borrowers and U.S. Borrowers, Agent (or a Security Trustee) may exercise sole dominion and exclusive control over Dominion Accounts and other Deposit Accounts subject to a Deposit Account Control Agreement during a Cash Dominion Event.

Maintenance of Dominion Accounts. Except as otherwise provided in this Section 8.2.4, (a) U.S. Domiciled Obligors and Canadian Domiciled Obligors the Loan Parties shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. U.S. Domiciled Obligors and Canadian Domiciled Obligors , (b) other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Kraton Excluded Dominion Accounts, the Loan Parties shall obtain an agreement (in form and substance satisfactory to Agent) a Deposit Account Control Agreement from each lockbox servicer (if applicable) and Dominion Account bank, establishing the Agent’s (or a Security Trustee’s) control over and Lien in on the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, requiring immediate prompt deposit of all remittances received in the lockbox (or otherwise) to a Dominion Account, Account and waiving offset rights of such servicer or bank, except for customary administrative charges. If and other charges and returned items, (c) other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Kraton Excluded Dominion Accounts, the Dutch Kraton Dominion Accounts shall be under the sole dominion and exclusive control of the Agent (or its Security Trustee) whether or not a Cash Dominion Event exists; provided that collected funds will, in the discretion of Agent, either be disbursed from such Dominion Accounts to an operating account of one of such Loan Parties or be applied to the Loans of such Loan Parties, (d) at any time after the occurrence of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Kraton Borrower shall (i) execute and deliver a duly perfected and enforceable Lien over each Dutch Kraton Excluded Dominion Account in accordance with the relevant Applicable Law and (ii) ensure that each Dutch Kraton Excluded Dominion Account is the subject of a U.S. Domiciled Obligor or Canadian Domiciled Obligor Deposit Account Control Agreement, (e) if, with the prior consent of the Agent, a Dutch Kraton Dominion Account is not maintained with Bank of America America, the applicable Dutch Domiciled Loan Parties, whether or Bank of America (Canada)not a Cash Dominion Event exists, as applicable, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in shall ensure that such account is the subject of a Deposit Account Control Agreement which provides for all cash receipts in any such account to be swept on a daily basis to a Dominion Account maintained with Bank of America or Bank of America America, and (Canada), as applicable. (bf) U.K. Domiciled Obligors shall maintain Dominion Accounts at all times after the U.K. Closing Date pursuant to lockbox or other arrangements acceptable to Agent. On or prior to the U.K. Closing Date, U.K. Domiciled Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and if a U.S. Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account at all times, 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. If a Dominion Account of a U.K. Domiciled Obligor is not maintained with Bank of America, N.A., London Branch, the Agent (or its Security Trustee) may, at all times after during the U.K. Closing Dateexistence of any Cash Dominion Event, require immediate transfer of all funds cash receipts in such account to a Dominion Account maintained with Bank of America. The Agent, N.A., London Branch (c) Agent Security Trustees and Lenders assume no responsibility to any Obligor Loan Parties 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.