Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Co-Borrowers shall maintain a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (i) Availability at any time is less than $40,000,000, (ii) an Event of Default has occurred and is continuing, (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account to Agent’s account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the occurrence and during the continuance of a Dominion Event, all funds deposited in any Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Co-Borrowers shall obtain the agreement by Bank (or such other bank) in favor of Agent to waive any recoupment, set-off rights, and any security interest in, or against, the funds so deposited (other than for customary items, such as returned items and reasonable bank charges). Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”

Maintenance of Dominion Account. Co-Borrowers shall maintain a the Deposit Accounts listed on Schedule 5.1 as Dominion Accounts pursuant to Blocked Account Agreements. Each Blocked Account Agreement shall provide that the applicable bank shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia “Notice of Exclusive Control”) Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless (i) a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time or (ii) Availability falls below $15,000,000, and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity the property basis for delivery thereof (i.e., either that a Default or Event of Agent, for Default has occurred and is continuing and the ratable benefit nature of Lenders, and Co-Borrowers shall obtain the agreement by Bank (Default or such other bank) in favor Event of Default or that Availability has fallen below $15,000,000); provided that the failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rightsfurther that Agent’s exclusive control shall be rescinded at such time as (A) Availability is equal to or greater than $15,000,000 (determined using the most recent Borrowing Base Certificate delivered by Borrower Representative, either at the time required by subsection 8.1.4 hereof or voluntarily at any time for this purpose) and any security interest in(B) no Default or Event of Default shall have occurred and be continuing, or against, the funds so deposited (other than in each case for customary items, such as returned items and reasonable bank charges)a period of 30 consecutive days. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”

Maintenance of Dominion Account. Co-Each deposit account (other than Excluded Deposit Accounts, unless otherwise requested by the Administrative Agent) which receives any proceeds of Collateral shall be maintained by Borrowers shall maintain a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with Bank (or such other bank banks as is may be selected by Borrowers and be acceptable to Administrative Agent in its discretion(each bank maintaining a Collection Account, a “Collection Bank” and collectively, the “Collection Banks”); provided that . All such blocked account arrangements shall provide for control “control” (within the meaning of the Uniform Commercial Code), and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (i) Availability at any time is less than $40,000,000, (ii) an a Dominion Event of Default has occurred occurs and is continuing, (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 sole dominion by Administrative Agent over all cash or other assets deposited into such accounts. In addition, Borrowers shall maintain one or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”)Accounts. Upon the occurrence of a Dominion Event, Administrative Agent shall be entitled to deliver notice to each Collection Bank or instructing such other bank that Collection Bank or such other bank shall to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank and to transfer on a daily basis (or less frequently as Administrative Agent may specify) all funds collected in such Collection Account to the Dominion Account Accounts (each such notice, a “Dominion Notice”). On or Accounts. Agent prior to the date hereof, Borrowers shall deliver to Administrative Agent a copy control agreement for each Collection Account maintained as of any the Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each such notice control agreement to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is be in form and substance acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Administrative Agent, to transfer all payments or other remittances received in the Dominion Account to Agent’s account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the occurrence and during the continuance of a Dominion Event, all funds deposited in any Collection Account and/or transferred to the Dominion Account shall immediately become the property of Administrative Agent, for the ratable benefit of Lenders, and Co-Borrowers shall obtain the agreement by each Collection Bank (or such other bank) in favor of Administrative Agent to waive any recoupment, set-off setoff rights, and any security interest in, or against, the funds so deposited (other than for customary items, such as returned items and reasonable bank charges)deposited. Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Administrative Agent has notified Co-Borrowers, Bank or the applicable banks that delivered a Dominion Event has occurred and has directed such banks Notice to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account any Collection Bank and, at any time [150] days or more after the effective date of such noticeDominion Notice, (i) average Availability for each day during any 60 three consecutive day period, ending on a day that is on or after such 150th day, fiscal months of Holdings equals or exceeds $50,000,00045,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such three consecutive fiscal month period exceeds $40,000,000 and (iv) no Default shall have occurred and be continuing on the outstanding principal balance last day of Revolving Credit Loans does not exceed $25,000,000such three month period, then Administrative Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the ObligationsNotice. Upon a subsequent occurrence of a Dominion Event, Agent shall have the Administrative Agent’s rights under this subsection 6.2.4, including without limitation, its right to re-notify Bank or such banks deliver Dominion Notices pursuant to make daily transfers to the Agent’s account for application to the Obligationsthis Section, shall be reinstated.”

Maintenance of Dominion Account. Co-Borrowers shall maintain establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia "Notice of Exclusive Control") Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time or the Applicable Trigger is less than the Covenant Trigger Amount at any time, and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the property nature of Agent, for the ratable benefit Default or Event of Lenders, and Co-Borrowers shall obtain Default or that the agreement by Bank (or such other bank) in favor Applicable Trigger has been less than the Covenant Trigger Amount; provided that the failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rights, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and any security interest in, be continuing and the Applicable Trigger equals or against, exceeds the funds so deposited (other than Covenant Trigger Amount for customary items, such as returned items and reasonable bank charges)60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”

Maintenance of Dominion Account. Co-Borrowers Each Borrower shall maintain ------------------------------- a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (such bank or banks as may be selected by such other bank as is Borrower and be acceptable to Agent; provided, however, that -------- ------- the Dominion Account of Restoration shall only be utilized, if Agent so elects in its discretion)reasonable credit judgment, during the continuance of an Event of Default; provided that provided, that, if such blocked account arrangements Event of Default shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts be cured Agent shall be -------- entitled, in the event (i) Availability exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any time is less than $40,000,000such bank or banks an irrevocable letter of instruction directing such bank or banks, (ii) upon notice from Agent that an Event of Default has occurred and is continuing, then continuing (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended during such 60 days is less than $50,000,000 (the occurrence of any of the events listed in (iday period), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer deposit all payments or other remittances received in the to its Dominion Account to Agent’s account for application on account of the Obligations as provided Obligations. As of the Closing Date, and at all times prior to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in subsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the occurrence and during the continuance of a Dominion Eventeffect (if ever), until released, all funds deposited in any the Restoration Dominion Account shall immediately become the property of Agent, for the ratable benefit account of Lenders, and Co-Borrowers Restoration shall obtain the agreement by Bank (such bank or such other bank) banks in favor of Agent, for the benefit of Agent and Lenders, to waive any recoupment, set-off rights, and any security interest in, or against, offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited (other than in the Michael's Dominion Account shall immediately become the property of Agent, for customary itemsthe account of Lenders, and Michael's shall obtain the agreement by such as returned items bank or banks in favor of Agent, for the benefit of Agent and reasonable bank charges)Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes no any responsibility for any such lockbox and blocked account arrangementsarrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. If Agent has notified Co-Borrowers, Bank No waiver or the applicable banks that a Dominion Event has occurred and has directed such banks forbearance with respect to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance shall act as a cure thereof for purposes of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligationsthis subsection 6.2.5.”

Maintenance of Dominion Account. Co-Borrowers shall maintain a Dominion Account or Accounts pursuant to lockbox and blocked account or other arrangements reasonably acceptable to Agent with Bank Agent. Subject to Section 6.3(a) hereof, Borrowers shall obtain an agreement (or such other bank as is acceptable in form and substance reasonably satisfactory to Agent in its discretion); provided that such blocked account arrangements shall provide for Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts Lien in the event (i) Availability at any time is less than $40,000,000, (ii) an Event of Default has occurred and is continuing, (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 lockbox or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to may be exercised by Agent in its discretiononly during a Cash Dominion Trigger Period) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt requiring immediate deposit of written instructions from Agent, to transfer all payments or other remittances received in the lockbox to a Dominion Account to Agent’s account Account, and waiving offset rights of such servicer or bank, except for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4customary administrative charges. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the occurrence and during the continuance of a Dominion Event, all funds deposited in any Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Co-Borrowers shall obtain the agreement by Bank (or such other bank) in favor of Agent to waive any recoupment, set-off rights, and any security interest in, or against, the funds so deposited (other than for customary items, such as returned items and reasonable bank charges). Agent assumes Lenders assume no responsibility to Borrowers for such any lockbox and blocked account arrangementsarrangement or Dominion Account, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank thereunderbank. If Agent has notified Co-BorrowersSo long as no Cash Dominion Trigger Period is in effect, Bank or the applicable banks that a Borrowers may direct, and shall have sole control over, the manner of funds in their respective Dominion Event has occurred and has directed such banks Accounts. Notwithstanding the foregoing, the requirements set forth in this Section 8.2.4 shall not apply to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability any deposit account the funds in which are used solely for any 60 consecutive day periodthe payment of salaries and wages, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000workers’ compensation and similar expenses (including payroll taxes) in the Ordinary Course of Business, (ii) no Event of Default has occurred and any Deposit Account that is continuinga zero-balance disbursement account, (iii) Availability at all times during such period exceeds $40,000,000 any Deposit Account the funds in which consist solely of payroll, trust and tax withholding accounts funded in the Ordinary Course of Business and required by Applicable Law, (iv) any Deposit Account the outstanding principal balance funds in which consist solely of Revolving Credit Loans does xxxx xxxxxxx money deposits or funds deposited under escrow or similar arrangements in connection with any letter of intent or purchase agreement for an Acquisition or any other transaction, in each case, permitted hereunder and (v) any Deposit Account established by a Borrower with amounts on deposit that do not exceed at any time (A) $25,000,000500,000, then Agent agrees when aggregated with the amounts on deposit in all other Deposit Accounts that are subject to rescind its notice this clause (v), or (B) $100,000, individually (or, with respect to Bank or any deposits denominated in a currency other than Dollars, the applicable banks directing Bank or Dollar Equivalents of such banks to make daily transfers of all payments and other remittances received amounts) (each such account described in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Eventclauses (i) through (v), Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligationsan “Excluded Account”).”

Maintenance of Dominion Account. Co-Borrowers shall maintain establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia "Notice of Exclusive Control") Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the property nature of Agent, for the ratable benefit Default or Event of Lenders, and Co-Borrowers shall obtain Default; provided that the agreement by Bank (or such other bank) in favor failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rights, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and any security interest in, or against, the funds so deposited (other than be continuing for customary items, such as returned items and reasonable bank charges)a period of 30 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer Borrower shall close all of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending the Deposit Accounts listed on a day that is Schedule 6.2.3(i) (the "Existing Collection Accounts") on or after such 150th daybefore September 30, equals or exceeds $50,000,000, 2010 and (ii) no Event of Default has occurred and is continuingthe Deposit Accounts listed on Schedule 6.2.3(ii) (the "Existing Disbursement Accounts") on or before February 16, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations2011.”

Maintenance of Dominion Account. Co-Borrowers Each Borrower shall ------------------------------- maintain a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (such bank or banks as may be selected by such other bank as is Borrower and be acceptable to Agent; provided, however, that the Dominion Account of Borrowers shall only be utilized, if Agent so elects in its discretion)reasonable credit judgment, during the continuance of an Event of Default; provided that provided, that, if such blocked account arrangements Event of Default shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts be cured Agent shall be entitled, in the event (i) Availability exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Each of the Borrowers shall issue to any time is less than $40,000,000such bank or banks an irrevocable letter of instruction directing such bank or banks, (ii) upon notice from Agent that an Event of Default has occurred and is continuing, then continuing (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended during such 60 days is less than $50,000,000 (the occurrence of any of the events listed in (iday period), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer deposit all payments or other remittances received in the to its Dominion Account to Agent’s account for application on account of the Obligations as provided in subsection 3.2.1 Obligations. At all times prior to the use of the Dominion Account of Borrowers, Borrowers shall have control over their cash, but the Borrowers agree that at all times they shall ensure that all cash (including all proceeds of any Accounts) of the Borrowers and Section 3.4. Agent hereby agrees that it their Subsidiaries shall not deliver such be maintained at an account or accounts subject to the foregoing letter of instruction unless a Dominion Event has occurred and is continuingthat all Accounts and Inventory proceeds shall be deposited in such accounts directly or promptly following receipt by the Borrowers or any of their Subsidiaries. After the occurrence and during the continuance of a Dominion EventOnce in effect (if ever), until released, all funds deposited in any the Borrowers' Dominion Account Accounts shall immediately become the property of Agent, for the ratable benefit account of Lenders, and Co-Borrowers shall obtain the agreement by Bank (such bank or such other bank) banks in favor of Agent, for the benefit of Agent and Lenders, to waive any recoupment, set-off rights, and any security interest in, or against, offset rights against the funds so deposited (other than for customary items, such as returned items and reasonable bank charges)deposited. Neither Agent nor any Lender assumes no any responsibility for any such lockbox and blocked account arrangementsarrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. If Agent has notified Co-Borrowers, Bank No waiver or the applicable banks that a Dominion Event has occurred and has directed such banks forbearance with respect to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance shall act as a cure thereof for purposes of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligationsthis subsection 6.2.5.”"

Maintenance of Dominion Account. Co-Borrowers shall maintain a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ ' cash deposited into all deposit accounts in the event (i) Availability at any time is less than $40,000,000, 25,000,000 or (ii) an Event of Default has occurred and is continuing, continuing (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “"Dominion Event”"). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower Borrowers shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the occurrence and during the continuance of a Dominion Event, all funds deposited in any Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Co-Borrowers shall obtain the agreement by Bank (or such other bank) in favor of Agent to waive any recoupment, set-off rights, and any security interest in, or against, the funds so deposited (other than for customary items, such as returned items and reasonable bank charges). Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-BorrowersBorrower, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s 's account and, at any time [150] 150 days (60 days if the Dominion Event is triggered by an Event of Default) or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th (or 60th day, if applicable) day, equals or exceeds $50,000,000, (ii) 25,000,000 and no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s 's account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify renotify Bank or such banks to make daily transfers to the Agent’s 's account for application to the Obligations.”

Maintenance of Dominion Account. Co-Borrowers shall maintain establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia "Notice of Exclusive Control") Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time or Liquidity is less than the Covenant Trigger Amount at any time, and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the property nature of Agent, for the ratable benefit Default or Event of Lenders, and Co-Borrowers shall obtain Default or that Liquidity has been less than the agreement by Bank (or such other bank) in favor Covenant Trigger Amount; provided that the failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rights, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and any security interest in, be continuing and Liquidity equals or against, exceeds the funds so deposited (other than Covenant Trigger Amount for customary items, such as returned items and reasonable bank charges)60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”

Maintenance of Dominion Account. Co-Borrowers Consistent with Medicare and Medicaid regulations, Borrower shall maintain a Dominion Account or Accounts Account(s) pursuant to lockbox and blocked account arrangements reasonably acceptable to Agent with Bank (or such other bank bank(s) as is may be selected by Borrower and be acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (i) Availability Agent. If at any time is time, there exists less than Sixty Million Dollars ($40,000,000, (ii60,000,000.00) an Event of Default has occurred and is continuing, (iii) in Availability and/or the outstanding principal balance of Revolving Credit the Loans is exceeds Thirty Five Million Dollars ($25,000,000 or more or 35,000,000.00) (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (ia "Triggering Event"), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall have the right, which right shall be entitled exercised in accordance with Medicare and Medicaid regulations, to deliver give notice (a "Trigger Effectiveness Notice") to Bank or any Concentration Bank(s) that the funds of the Borrower in any Concentration Account(s) shall thereafter be swept daily from such other bank that Bank or such other bank shall comply with accounts into the instructions of Agent in such Dominion Account or AccountsAccount(s). Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall subject to and consistent with Medicare and Medicaid regulations issue to Bank (or such other bank as is acceptable to Agent in its discretionany Concentration Bank(s) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or directing such other bank as is acceptable to Agent in its discretionConcentration Bank(s) to agree to) directing Bank (or act in accordance with such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions notice from Agent, and Borrower shall also issue to transfer any bank at which the Dominion Account(s) is maintained an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in by such bank to the Dominion Account to Agent’s account Account(s) for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to the Obligations as of the date good funds are deposited in the Dominion Account, provided that such good funds are deposited in subsection 3.2.1 and Section 3.4the Dominion Account by 12:00 noon, Eastern time, or, if such good funds are deposited in the Dominion Account after 12:00 noon, Eastern time, on the following Business Day. Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred have this right upon both the initial and is continuing. After the any subsequent occurrence and during the continuance of a Dominion Triggering Event. Except with respect to Government Accounts, all funds deposited in any the Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Co-Borrowers Borrower shall obtain the agreement by Bank (or such other bank) banks in favor of Agent to waive any recoupment, set-off rights, and any security interest in, or against, offset rights against the funds so deposited (other than for customary items, such as returned items and reasonable bank charges)deposited. Agent assumes no responsibility for such lockbox and blocked account arrangementsarrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date occurrence of such noticea Triggering Event, Availability of more than Sixty Million Dollars (i$60,000,000.00) average Availability for any 60 consecutive day periodshall exist and the principal balance of the Loans shall be less than Thirty-Five Million Dollars ($35,000,000.00), ending on a day and provided that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuingremains outstanding, Borrower may request that Agent issue instructions (iiia "Trigger Rescission Notice") Availability at all times during such period exceeds $40,000,000 to any Concentration Bank(s) to cease the daily sweep of Borrower's funds, and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have issue such instructions to such Concentration Bank(s). The time period beginning on the right to re-notify Bank or such banks to make daily transfers to date upon which Agent shall issue a Trigger Effectiveness Notice and ending on the Agent’s account for application to the Obligationsdate upon which Agent shall issue a Trigger Rescission Notice shall be known as a "Dominion Triggered Period.”"

Maintenance of Dominion Account. Co-Borrowers shall maintain establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia "Notice of Exclusive Control") Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time or Availability is less than the Covenant Trigger Amount at any time, and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the property nature of Agent, for the ratable benefit Default or Event of Lenders, and Co-Borrowers shall obtain Default or that Availability has been less than the agreement by Bank (or such other bank) in favor Covenant Trigger Amount; provided that the failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rights, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and any security interest in, be continuing and Availability equals or against, exceeds the funds so deposited (other than Covenant Trigger Amount for customary items, such as returned items and reasonable bank charges)60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”

Maintenance of Dominion Account. Co-Borrowers shall maintain establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts pursuant to lockbox without further consent by the applicable Borrower, and blocked account arrangements acceptable to Agent with Bank that, following receipt by it of a notice of exclusive control (or such other bank as is acceptable to Agent in its discretion); provided that such blocked account arrangements shall provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the event (ia "Notice of Exclusive Control") Availability at any time is less than $40,000,000from Agent, (iia) an Event of Default has occurred and is continuingsuch bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (iiib) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts. Agent , and (c) such bank shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to transfer all payments or other remittances received in the Dominion Account or Accounts to Agent’s 's account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent hereby agrees that (x) it shall not deliver such letter a Notice of instruction Exclusive Control unless a Dominion Default or Event of Default has occurred and is continuing. After continuing at the occurrence time Availability is less than the Covenant Trigger Amount at any time, and during the continuance (y) it shall provide Borrower Representative with prompt notice of its delivery of a Dominion EventNotice of Exclusive Control, all funds deposited in any Dominion Account which notice shall immediately become include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the property nature of Agent, for the ratable benefit Default or Event of Lenders, and Co-Borrowers shall obtain Default or that Availability has been less than the agreement by Bank (or such other bank) in favor Covenant Trigger Amount; provided that the failure of Agent to waive deliver such notice to Borrowers shall not in any recoupmentmanner affect the validity and enforceability of any Notice of Exclusive Control; and provided, set-off rights, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and any security interest in, be continuing and Availability equals or against, exceeds the funds so deposited (other than Covenant Trigger Amount for customary items, such as returned items and reasonable bank charges)60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Co-Borrowers, Bank or the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for application to the Obligations.”