Upon # the occurrence and during the continuation of an Event of Default or # the failure of Liquidity to exceed $12,500,000 for five (5) consecutive Business Days, [[Organization B:Organization]] may elect to require that all collections of Receivables and other proceeds of Collateral be paid directly to [[Organization B:Organization]] or paid to [[Organization B:Organization]] pursuant to Deposit Account Control Agreements (such period of election, a "Cash Dominion Period"). Borrower shall be permitted to exit a Cash Dominion Period on the date that # Liquidity exceeds $12,500,000 for sixty (60) consecutive days and # no Event of Default then exists. During any Cash Dominion Period, all collections of Receivables and other proceeds of Collateral shall be applied first to the Revolving A Advances until the Revolving A Facility Usage has been reduced to zero, and thereafter to the Revolving B Advances.

Notice of Cash Dominion Period. [Section 5.01(l)] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“Cash Dominion Event” means either # the occurrence and continuance of any Event of Default, or # the failure of the Borrowers to maintain Availability at least equal to twenty percent (20%) of the Loan Cap at any time. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing at the Agent’s option # so long as such Event of Default has not been waived, and/or # if the Cash Dominion Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability has exceeded 20% of the Loan Cap for ninety (90) consecutive Business Days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability exceeds the required amount for ninety (90) consecutive Business Days) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) occasions after the Eighth Amendment Effective Date. The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise.

“(l) Notice of Cash Dominion Period. Promptly, and in any event within two Business Days after any Loan Party’s knowledge of the commencement thereof, notice of the commencement of a Cash Dominion Period;”

“Cash Dominion Period” means each period # commencing with the occurrence of a Cash Dominion Event and # ending on the first date thereafter on which # no Specified Event of Default exists and # Excess Availability has been greater than 15% of the Maximum Revolver Amount for 60 consecutive days.

“Cash Dominion Period” means the period commencing upon the occurrence of, and continuing during the continuation of, a Liquidity Condition or any Designated Event of Default. Once commenced, a Cash Dominion Period will continue until such Liquidity Condition or Designated Event of Default has been cured or waived or is no longer continuing, as applicable.

“Cash Dominion Period” shall mean any period commencing upon the occurrence of a Triggering Event and ending upon the occurrence of a related Satisfaction Event.

Each Blocked Account Agreement and Credit Card Notification will require, during a Cash Dominion Period and upon receipt by the Borrowers of written notice thereof by the Administrative Agent, the ACH or wire transfer no less frequently than once per Business Day of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account net of such minimum balance (not to exceed $100,000 per account and in any event not to exceed $1,000,000 in the aggregate with respect to all such Blocked Accounts), if any, required by the bank at which such Blocked Account is maintained to an account established with, and subject to the control of, the Administrative Agent (the “Dominion Account”).

Cash. By cash, cashier’s check or wire transfer or, at the discretion of the Administrator expressly for the Grantee and where permitted by law as follows:

Cash. Directors Fees deferred by Participants in cash shall be credited to a Cash Deferred Account, on the first business day coincident with or immediately following the Issue Date for such Director Fees, until a Distribution Event described in Section 10 occurs. Cash Deferred Accounts shall not be credited with any earnings or income by the Company.