Common use of Maintenance of Dominion Accounts Clause in Contracts

Maintenance of Dominion Accounts. (i) Except as otherwise provided in this Section 8.2.4, the Loan Parties (other than Parent) shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. (ii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Loan Parties (other than Parent) shall obtain 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 on the lockbox or Dominion Account, requiring prompt deposit of all remittances received in the lockbox (or otherwise) to a Dominion Account and waiving offset rights of such servicer or bank, except for customary administrative and other charges and returned items. (iii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Dutch 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. (iv) At any time after the occurrence of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Borrower shall (A) execute and deliver a duly perfected and enforceable Lien over each Dutch Excluded Dominion Account in accordance with the relevant Applicable Law and (b) procure that each Dutch Excluded Dominion Account is the subject of a Deposit Account Control Agreement. (v) If, with the prior consent of the Agent, a Dutch Dominion Account is not maintained with Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, 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. (vi) If a U.S. Dominion Account is not maintained with Bank of America, the Agent (or its Security Trustee) may, during the existence of any Cash Dominion Event, require immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. The Agent, Security Trustees and Lenders assume no responsibility to 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.

Maintenance of Dominion Accounts. (i) Except as otherwise provided in this Section 8.2.4, the Loan Parties (other than Parent) Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. (ii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Loan Parties (other than Parent) 288 Borrowers shall obtain 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 on in the lockbox or Dominion Account, requiring prompt immediate deposit of all remittances received in the lockbox (or otherwise) to a Dominion Account and waiving offset rights of such servicer or bank, except for customary administrative and other charges and returned itemscharges. (iii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Dutch Dominion Accounts for Belgian Borrowers and Dutch Borrowers must be maintained exclusively at Bank of 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 exclusively at Bank of America and 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 provided, that collected funds will, in the discretion of Agent, either will be disbursed from such Dominion Accounts to an operating account in the discretion of one of such Loan Parties or be applied to the Loans of such Loan PartiesAgent. (iv) At any time after the occurrence of If a Cash Dominion Event, and while the same is continuing, the Initial Dutch Borrower shall (A) execute and deliver a duly perfected and enforceable Lien over each Dutch Excluded Dominion Account in accordance with the relevant Applicable Law and (b) procure that each Dutch Excluded Dominion Account is the subject of a Deposit Account Control Agreement. (v) If, with the prior consent of the Agent, a Dutch Dominion Account for Canadian Borrowers or U.S. Borrowers is not maintained with Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, 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. (vi) If a U.S. Dominion Account is not maintained with Bank of America, the Agent (or its Security Trustee) may, during the existence of any Cash Dominion Event, require immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. The Agent, Security Trustees and Lenders assume no responsibility to 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. (i) Except as otherwise provided in this Section 8.2.4, the Loan Parties (other than Parent) Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. (ii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Loan Parties (other than Parent) Obligors shall obtain a Deposit Account Control Agreement an agreement (in form and substance satisfactory to Agent) from each lockbox servicer (if applicable) and Dominion Account bank, establishing the Agent’s (or a Security Trustee’s) ’s control over and Lien on in the lockbox or Dominion Account, requiring prompt immediate 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 and other charges and returned items. (iii) Other than (until required in accordance charges; provided that, except as provided below with the other provisions of this Section 8.2.4) in relation respect to the Dutch Excluded Dominion AccountsUK Domiciled Obligors, the Dutch 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 the Agent (or its 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 Loan Parties UK Domiciled Obligors or be applied to the Loans Obligations of such Loan PartiesForeign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (ivsubject to (a) At any time after a fixed charge (in the occurrence case of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Borrower shall (Aeach UK Domiciled Obligor) execute and deliver a duly perfected and enforceable Lien over each Dutch Excluded Dominion Account in accordance with the relevant Applicable Law and or (b) procure that a floating charge (in the case of each Dutch Excluded Dominion Account is the subject Domiciled Obligor) in favor of a Deposit Account Control Agreement. (vAgent or European Security Trustee) If, with the prior consent of the Agent, a Dutch Dominion Account is not maintained with at Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, shall ensure that such account is the subject America (London) for collection of a Deposit Accounts from its Account Control Agreement which provides for all cash receipts in any such account to be swept on a daily basis to Debtors. If a Dominion Account maintained with Bank of America. (vi) If a for U.S. Dominion Account Domiciled Obligors is not maintained with Bank of America, the Agent (or its Security Trustee) 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 Obligors is not maintained with Bank of America or Bank of America (Australia), the Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (Australia). Promptly upon request, the Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent or the applicable Security Trustee deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to give effect to the intent of this Agreement. The Agent, Security Trustees Trustee and Lenders assume no responsibility to Loan Parties 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. (i) Except as otherwise provided in this Section 8.2.4, the Loan Parties (other than Parent) Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. (ii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Loan Parties (other than Parent) Obligors shall obtain a Deposit Account Control Agreement an agreement (in form and substance satisfactory to Agent) from each lockbox servicer (if applicable) and Dominion Account bank, establishing the Agent’s (or a Security Trustee’s) ’s control over and Lien on in the lockbox or Dominion Account, requiring prompt immediate 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 and other charges and returned items. (iii) Other than (until required in accordance charges; provided that, except as provided below with the other provisions of this Section 8.2.4) in relation respect to the Dutch Excluded Dominion AccountsUK Domiciled Obligors, the Dutch 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 the Agent (or its 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 Loan Parties UK Domiciled Obligors or be applied to the Loans Obligations of such Loan PartiesForeign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (ivsubject to (a) At any time after a fixed charge (in the occurrence case of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Borrower shall (Aeach UK Domiciled Obligor) execute and deliver a duly perfected and enforceable Lien over each Dutch Excluded Dominion Account in accordance with the relevant Applicable Law and or (b) procure that a floating charge (in the case of each Dutch Excluded 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 is the subject of a Deposit Account Control Agreement. (v) If, with the prior consent of the Agent, a Dutch Dominion Account for U.S. Domiciled Obligors is not maintained with Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, 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. (vi) If a U.S. Dominion Account is not maintained with Bank of America, the Agent (or its Security Trustee) 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. The If a Dominion Account for any of the Australian Domiciled Obligors is not maintained with Bank of America or Bank of America (Australia), Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (Australia). Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent or the applicable Security Trustee deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to give effect to the intent of this Agreement. Agent, Security Trustees Trustee and Lenders Xxxxxxx assume no responsibility to Loan Parties 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. (i) Except as otherwise provided in this Section 8.2.4, (a) the Loan Parties (other than Parent) shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. , (iib) Other 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 (other than Parent) shall obtain 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 on the lockbox or Dominion Account, requiring prompt deposit of all remittances received in the lockbox (or otherwise) to a Dominion Account and waiving offset rights of such servicer or bank, except for customary administrative and other charges and returned items. , (iiic) Other 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. , (ivd) At at any time after the occurrence of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Kraton Borrower shall (Ai) execute and deliver a duly perfected and enforceable Lien over each Dutch Kraton Excluded Dominion Account in accordance with the relevant Applicable Law and (bii) procure ensure that each Dutch Kraton Excluded Dominion Account is the subject of a Deposit Account Control Agreement. , (ve) Ifif, with the prior consent of the Agent, a Dutch Kraton Dominion Account is not maintained with Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, 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. , and (vif) If if a U.S. Dominion Account is not maintained with Bank of America, the Agent (or its Security Trustee) may, during the existence of any Cash Dominion Event, require immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America. The Agent, Security Trustees and Lenders assume no responsibility to 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.

Maintenance of Dominion Accounts. (i) Except as otherwise provided in this Section 8.2.4, the Loan Parties (other than Parent) Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent. (ii) Other than (until required in accordance with the other provisions of this Section 8.2.4) in relation to the Dutch Excluded Dominion Accounts, the Loan Parties (other than Parent) Obligors shall obtain a Deposit Account Control Agreement an agreement (in form and substance satisfactory to Agent) from each lockbox servicer (if applicable) and Dominion Account bank, establishing the Agent’s (or a Security Trustee’s) ’s control over and Lien on in the lockbox or Dominion Account, requiring prompt immediate 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 and other charges and returned items. (iii) Other than (until required in accordance charges; provided that, except as provided below with the other provisions of this Section 8.2.4) in relation respect to the Dutch Excluded Dominion AccountsUK Domiciled Obligors, the Dutch 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 the Agent (or its 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 Loan Parties UK Domiciled Obligors or be applied to the Loans Obligations of such Loan PartiesForeign Domiciled Obligors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall continue to maintain Dominion Accounts (ivsubject to (a) At any time after a fixed charge (in the occurrence case of a Cash Dominion Event, and while the same is continuing, the Initial Dutch Borrower shall (Aeach UK Domiciled Obligor) execute and deliver a duly perfected and enforceable Lien over each Dutch Excluded Dominion Account in accordance with the relevant Applicable Law and or (b) procure that a floating charge (in the case of each Dutch Excluded 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 is the subject of a Deposit Account Control Agreement. (v) If, with the prior consent of the Agent, a Dutch Dominion Account for U.S. Domiciled Obligors is not maintained with Bank of America, the applicable Dutch Domiciled Loan Parties, whether or not a Cash Dominion Event exists, 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. (vi) If a U.S. Dominion Account is not maintained with Bank of America, the Agent (or its Security Trustee) 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. The If a Dominion Account for any of the Australian Domiciled Obligors is not maintained with Bank of America or Bank of America (Australia), Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (Australia). Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent or the applicable Security Trustee deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to give effect to the intent of this Agreement. Agent, Security Trustees Trustee and Lenders assume no responsibility 124 to Loan Parties 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.