Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Borrowers shall 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers Consistent with Medicare and Medicaid regulations, Borrower shall establish Deposit Accounts maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to Agent with Xxxxx Fargosuch bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, subject to Blocked Account Agreements there exists less than Sixty Million Dollars (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 $60,000,000.00) in Availability and/or the principal balance of the funds in the applicable Dominion Account or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Notice of Exclusive ControlTriggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness Notice") to any Concentration Bank(s) that the funds of the Borrower in any Concentration Account(s) shall thereafter be swept daily from such accounts into the Dominion Account(s). Borrower shall subject to and consistent with Medicare and Medicaid regulations issue to any Concentration Bank(s) an irrevocable letter of instruction directing such Concentration Bank(s) to act in accordance with such notice from Agent, (aand Borrower shall also issue to any bank at which the Dominion Account(s) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall transfer deposit all payments or other remittances received in by such bank to the Dominion Account or Accounts 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 3.4. Agent agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity is less than the Covenant Trigger Amount at any Dominion Account by 12:00 noon, Eastern time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Controlor, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and if such good funds are deposited in the nature of Dominion Account after 12:00 noon, Eastern time, on the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive daysfollowing Business Day. Agent shall have no obligation this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to deliver a Notice Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Exclusive ControlAgent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by such banks in favor of Agent to waive any offset rights against the funds so deposited. Agent assumes no responsibility for such blocked account arrangementsarrangement, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If at any time after the occurrence of a Triggering Event, Availability of more than Sixty Million Dollars ($60,000,000.00) shall exist and the principal balance of the Loans shall be less than Thirty-Five Million Dollars ($35,000,000.00), and provided that no Event of Default has occurred and remains outstanding, Borrower may request that Agent issue instructions (a "Trigger Rescission Notice") to any Concentration Bank(s) to cease the daily sweep of Borrower's funds, and Agent shall issue such instructions to such Concentration Bank(s). The time period beginning on the date upon which Agent shall issue a Trigger Effectiveness Notice and ending on the date upon which Agent shall issue a Trigger Rescission Notice shall be known as a "Dominion Triggered Period."

Maintenance of Dominion Account. Borrowers shall 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity Availability is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity Availability has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity Availability equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. (c) Section 8.1.4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Maintenance of Dominion Account. Borrowers shall establish Deposit maintain Dominion Accounts with Xxxxx Fargopursuant to lockbox or other arrangements reasonably acceptable to Agent. Subject to Section 6.3(a) hereof, subject Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to Blocked Agent) from each lockbox servicer and Dominion Account Agreements bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account (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 which may be exercised by Agent directing disposition only during a Cash Dominion Trigger Period) requiring immediate deposit of the funds in the applicable Dominion Account or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall transfer all payments or other remittances received in the lockbox to a Dominion Account Account, and waiving offset rights of such servicer or Accounts to Agent's account bank, except for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4customary administrative charges. Agent agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice Lenders assume no responsibility to Borrowers shall not in for any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default lockbox arrangement or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangementsDominion Account, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank thereunderbank. So long as no Cash Dominion Trigger Period is in effect, the Borrowers may direct, and shall have sole control over, the manner of funds in their respective Dominion Accounts. Notwithstanding the foregoing, the requirements set forth in this Section 8.2.4 shall not apply to (i) any deposit account the funds in which are used solely for the payment of salaries and wages, workers’ compensation and similar expenses (including payroll taxes) in the Ordinary Course of Business, (ii) any Deposit Account that is a zero-balance disbursement account, (iii) 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 funds in which consist solely of 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) $500,000, when aggregated with the amounts on deposit in all other Deposit Accounts that are subject to this clause (v), or (B) $100,000, individually (or, with respect to any deposits denominated in a currency other than Dollars, the Dollar Equivalents of such amounts) (each such account described in clauses (i) through (v), an “Excluded Account”).

Maintenance of Dominion Account. Borrowers shall 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity the Applicable Trigger is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity the Applicable Trigger has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity the Applicable Trigger equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. (d) Section 8.1.4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Maintenance of Dominion Account. Borrowers shall 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity Availability is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity Availability has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity Availability equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or Event of Default has occurred and is continuing at the time or Liquidity is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger AmountDefault; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 a period of 30 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Borrower shall close all of (i) the Deposit Accounts listed on Schedule 6.2.3(i) (the "Existing Collection Accounts") on or before September 30, 2010 and (ii) the Deposit Accounts listed on Schedule 6.2.3(ii) (the "Existing Disbursement Accounts") on or before February 16, 2011.

Maintenance of Dominion Account. Borrowers Each Borrower shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to maintain ------------------------------- 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) acceptable to Agent with such bank shall not permit any funds or other assets banks as may be selected by such Borrower and be acceptable to be transferred or withdrawn by any Borrower from such Dominion Account or AccountsAgent; provided, (b) such 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 Accountshowever, and (c) such bank shall transfer all payments or other remittances received in that -------- ------- the Dominion Account or Accounts of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, to Agent's maintain such account for application on account of the Obligations as provided in subsection 3.2.1 and Section 3.4up to 60 days following such cure. Agent agrees shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that (x) it shall not deliver a Notice of Exclusive Control unless a Default or an Event of Default has occurred and is then continuing at (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the time or Liquidity is less than Obligations. As of the Covenant Trigger Amount at any timeClosing Date, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and at all times prior to the nature use of the Default Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or Event banks in favor of Default or that Liquidity has been less than Agent, for the Covenant Trigger Amount; provided that the failure benefit of Agent and Lenders, to deliver waive any offset rights against the funds so deposited. Michael's shall issue to any such notice bank or banks an irrevocable letter of instruction directing such bank or banks to Borrowers deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall not immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any manner affect offset rights against the validity and enforceability of funds so deposited. Neither Agent nor any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent Lender assumes no any responsibility for any such blocked account arrangementsarrangement, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5.

Maintenance of Dominion Account. Borrowers Each Borrower shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to ------------------------------- maintain 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 without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) acceptable to Agent with such bank shall not permit any funds or other assets banks as may be selected by such Borrower and be acceptable to be transferred or withdrawn by any Borrower from such Dominion Account or AccountsAgent; provided, (b) such 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 Accountshowever, and (c) such bank shall transfer all payments or other remittances received in that the Dominion Account or Accounts of Borrowers shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be entitled, in the exercise of its reasonable credit judgment, to Agent's maintain such account for application on account up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Each of the Obligations as provided in subsection 3.2.1 and Section 3.4. Borrowers shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent agrees that (x) it shall not deliver a Notice of Exclusive Control unless a Default or an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the 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 time Borrowers and their Subsidiaries shall be maintained at an account or Liquidity is less than accounts subject to the Covenant Trigger Amount at foregoing letter of instruction and that all Accounts and Inventory proceeds shall be deposited in such accounts directly or promptly following receipt by the Borrowers or any timeof their Subsidiaries. Once in effect (if ever), until released, all funds deposited in the Borrowers' Dominion Accounts shall immediately become the property of Agent, for the account of Lenders, and (y) it Borrowers shall provide Borrower Representative with prompt notice obtain the agreement by such bank or banks in favor of its delivery of a Notice of Exclusive ControlAgent, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and for the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure benefit of Agent and Lenders, to deliver such notice to Borrowers shall not in waive any manner affect offset rights against the validity and enforceability of funds so deposited. Neither Agent nor any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent Lender assumes no any responsibility for any such blocked account arrangementsarrangement, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5." 19. The provisions of Section 7.1.10 of the Loan Agreement are amended in full to read as follows:

Maintenance of Dominion Account. Borrowers shall establish maintain the Deposit Accounts with Xxxxx Fargo, subject listed on Schedule 5.1 as Dominion Accounts pursuant to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account")Agreements. Each Blocked Account Agreement shall provide that Xxxxx Fargo the applicable bank shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "“Notice of Exclusive Control"”) from Agent, (a) such bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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, and (c) such bank shall 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 agrees that (x) it shall not deliver a Notice of Exclusive Control unless (i) a Default or Event of Default has occurred and is continuing at the time or Liquidity is less than the Covenant Trigger Amount at any time(ii) Availability falls below $15,000,000, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity the basis for delivery thereof (i.e., either that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity Availability has been less than the Covenant Trigger Amountfallen below $15,000,000); provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent's ’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 (B) no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount continuing, in each case for 60 a period of 30 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Control. Agent assumes no responsibility for such blocked account arrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to maintain 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 without further consent by 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 Borrowers' cash deposited into all deposit accounts in the applicable Borrower, event (i) Availability is less than $25,000,000 or (ii) an Event of Default has occurred and that, following receipt by it of a notice of exclusive control is continuing (a "Notice Dominion Event"). Upon the occurrence of Exclusive Control") from Agenta Dominion Event, (a) Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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 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. Borrowers shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which 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, and (c) such bank shall 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 a Notice such letter of Exclusive Control instruction unless a Default or Dominion Event of Default has occurred and is continuing at continuing. After the time or Liquidity is less than occurrence and during the Covenant Trigger Amount at continuance of a Dominion Event, all funds deposited in any timeDominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Borrowers shall obtain the agreement by Bank (yor such other bank) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure in favor of Agent to deliver waive any recoupment, set-off rights, and any security interest in, or against, the funds so deposited (other than for customary items, such notice to Borrowers shall not in any manner affect the validity as returned items and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Controlreasonable bank charges). Agent assumes no responsibility for such lockbox and blocked account arrangements, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If Agent has notified Borrower, 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 (60 days if the Dominion Event is triggered by an Event of Default) or more after the effective date of such notice, 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 $25,000,000 and no Event of Default has occurred and is continuing, 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 renotify 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 establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to maintain 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 without further consent by 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 applicable Borrowerevent (i) Availability at any time is less than $40,000,000, (ii) an Event of Default has occurred and thatis continuing, following receipt by it (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 of exclusive control (a "Notice of Exclusive Control") from Agent, (a) to Bank or such other bank that Bank or such other bank shall not permit any funds or other assets to be transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such 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 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, and (c) such bank shall 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 a Notice such letter of Exclusive Control instruction unless a Default or Dominion Event of Default has occurred and is continuing at continuing. After the time or Liquidity is less than occurrence and during the Covenant Trigger Amount at continuance of a Dominion Event, all funds deposited in any timeDominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Co-Borrowers shall obtain the agreement by Bank (yor such other bank) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or Event of Default has occurred and is continuing and the nature of the Default or Event of Default or that Liquidity has been less than the Covenant Trigger Amount; provided that the failure in favor of Agent to deliver waive any recoupment, set-off rights, and any security interest in, or against, the funds so deposited (other than for customary items, such notice to Borrowers shall not in any manner affect the validity as returned items and enforceability of any Notice of Exclusive Control; and provided, further that Agent's exclusive control shall be rescinded at such time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Agent shall have no obligation to deliver a Notice of Exclusive Controlreasonable bank charges). Agent assumes no responsibility for such lockbox and blocked account arrangements, including 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.”