“Trigger Event (Cash Dominion)” means either # the occurrence and continuance of any Specified Default or Event of Default specified in [[Section 8.01(l)(i), (b)])]])] Alternate Availability shall fall below the Trigger Amount for five consecutive Business Days or # Excess Availability shall fall below ​ at any time. For purposes of this Agreement, the occurrence of a Trigger Event (Cash Dominion) shall be deemed continuing (unless the Administrative Agent otherwise agrees in its reasonable discretion or the Administrative Agent, in its reasonable judgment, has determined that the circumstances surrounding such Specified Default or Event of Default specified in [Section 8.01(l)(i)] cease to exist) until # all Specified Defaults and any Event of Default specified in [Section 8.01(l)(i)] are no longer continuing or have been waived and/or # if the Trigger Event (Cash Dominion) arises under [clause [(b) or (c) above]e]]e], Alternate Availability for any thirty consecutive calendar days occurring thereafter is equal to or greater than the Trigger Amount; provided that a fourth Trigger Event (Cash Dominion) in any period of 365 consecutive days shall be deemed to continue for the entire term of the Revolving Credit Facility notwithstanding the occurrence of an event described in [clause [(i)or (ii) above]].

Maintenance of Dominion Account Each Borrower shall maintain each of its Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent Each Borrower shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges If a Dominion Account is not maintained with BMO then so long as BMO is a Lender hereunder, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with BMO Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank

investments in cash or Cash Equivalents, provided, that, # on and after a Cash Dominion Event, no such investments shall be permitted unless no Loans are then outstanding and # the terms and conditions of [Section 5.2] hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;

Upon the occurrence and during the continuance of a Cash Dominion Period, all amounts in the Dominion Account shall be applied by the Administrative Agent pursuant to [clause (b)] of the proviso to [Section 5.11].

“Cash Management Reserves” means such reserves as the Administrative Agent, from time to time after the occurrence and during the continuation of a Trigger Event (Cash Dominion), determines in its reasonable commercial discretion exercised in good faith as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

for any such acquisition or investment, so long as the aggregate consideration for all such acquisitions and investments in any twelve (12) consecutive month period is less than ​ after giving effect to such acquisition or investment, no Cash Dominion Event shall exist,

"Cash Dominion Period" shall have the meaning set forth in [Section 4.15(h)(i)] hereof.

No Cash Dominion Period (as defined in the First Lien Loan Agreement) has occurred and is continuing.

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral ​.

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 ​ per account and in any event not to exceed ​ 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”).