Upon # the occurrence and during the continuation of an Event of Default or # the failure of Liquidity to exceed ​ for five (5) consecutive Business Days, ​ may elect to require that all collections of Receivables and other proceeds of Collateral be paid directly to ​ or paid to ​ 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 ​ 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.

“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”).