Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Consistent with Medicare and Medicaid regulations, Borrower shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering 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, and Borrower shall also issue to 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 by such bank to the Dominion 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 the 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 shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 arrangement, 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. Consistent with Medicare and Medicaid regulations, Each Borrower shall ------------------------------- maintain a Dominion Account(s) pursuant to arrangements reasonably Account acceptable to Agent with such bank(s) bank or banks as may be selected by such Borrower and be acceptable to Agent; provided, however, that the Dominion Account 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 maintain such account for up to 60 days following such cure. If Agent shall at any time, there exists less than Sixty Million Dollars ($60,000,000.00) all times have a perfected security interest in Availability and/or the principal balance such Dominion Accounts. Each of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering Event"), Agent Borrowers 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, and Borrower shall also issue to any bank at which the Dominion Account(s) is maintained or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances received by such bank to the its Dominion Account(s) Account for application on account of the Obligations. All funds deposited in At all times prior to the use of the Dominion Account of Borrowers, Borrowers shall automatically 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 their Subsidiaries shall be applied maintained at an account or accounts subject to the Obligations as foregoing letter of the date good funds are instruction and that all Accounts and Inventory proceeds shall be deposited in such accounts directly or promptly following receipt by the Dominion AccountBorrowers or any of their Subsidiaries. Once in effect (if ever), provided that such good funds are deposited in the 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 shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accountsuntil released, all funds deposited in the Borrowers' Dominion Account Accounts shall immediately become the property of Agent, for the ratable benefit account of Lenders, and Borrower Borrowers shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes no any responsibility for any such arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. If at No waiver or forbearance with respect to 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 act as a "Dominion Triggered Periodcure thereof for purposes of this subsection 6.2.5."

Maintenance of Dominion Account. Consistent with Medicare and Medicaid regulations, Borrower Co-Borrowers shall maintain a Dominion Account(s) Account or Accounts pursuant to lockbox and blocked account arrangements reasonably acceptable to Agent with Bank (or such bank(s) other bank as may be selected by Borrower and be is acceptable to Agent. If 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, there exists time is less than Sixty Million Dollars $40,000,000, ($60,000,000.00ii) in Availability and/or 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 Loans exceeds Thirty Five Million Dollars most recently ended 60 days is less than $50,000,000 ($35,000,000.00the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a "Triggering “Dominion Event"”). Upon the occurrence of a Dominion Event, Agent shall have be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the right, which right instructions of Agent in such Dominion Account or Accounts. Agent shall be exercised in accordance with Medicare and Medicaid regulations, deliver a copy of any such notice to give Borrowers at or about the same time as Agent delivers such 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 accounts into the Dominion Account(s)other bank. Each Co-Borrower shall subject to and consistent with Medicare and Medicaid regulations issue to any Concentration Bank(sBank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction directing (which Co-Borrowers will cause Bank (or such Concentration Bank(sother bank as is acceptable to Agent in its discretion) to act agree to) directing Bank (or such other bank as is acceptable to Agent in accordance with such notice its discretion) upon receipt of written instructions from Agent, and Borrower shall also issue to any bank at which the Dominion Account(s) is maintained an irrevocable letter of instruction directing such bank to deposit transfer all payments or other remittances received by such bank to in the Dominion Account(s) Account to Agent’s account 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 provided in the Dominion Account, provided that such good funds are deposited in the 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 Daysubsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall have this right upon both not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the initial occurrence and any subsequent occurrence during the continuance of a Triggering Dominion Event. Except with respect to Government Accounts, all funds deposited in the any Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Borrower Co-Borrowers shall obtain the agreement by Bank (or such banks other bank) in favor of Agent to waive any offset rights against recoupment, set-off rights, and any security interest in, or against, the funds so depositeddeposited (other than for customary items, such as returned items and reasonable bank charges). Agent assumes no responsibility for such arrangementlockbox 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 occurrence effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a Triggering Eventday that is on or after such 150th day, Availability of more than Sixty Million Dollars equals or exceeds $50,000,000, ($60,000,000.00ii) 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 outstandingis continuing, Borrower may request that (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 issue instructions (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 "Trigger Rescission Notice") to any Concentration Bank(s) to cease the daily sweep subsequent occurrence of Borrower's fundsa Dominion Event, and Agent shall issue have the right to re-notify Bank or such instructions banks to such Concentration Bank(s). The time period beginning on make daily transfers to the date upon which Agent shall issue a Trigger Effectiveness Notice and ending on Agent’s account for application to the date upon which Agent shall issue a Trigger Rescission Notice shall be known as a "Dominion Triggered PeriodObligations."”

Maintenance of Dominion Account. Consistent with Medicare and Medicaid regulations, Borrower Borrowers shall maintain Dominion Account(s) Accounts pursuant to lockbox or other arrangements reasonably acceptable to Agent with such bank(sAgent. Subject to Section 6.3(a) as hereof, Borrowers shall obtain an agreement (in form and substance reasonably 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 selected exercised by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00Agent only during a Cash Dominion Trigger Period) in Availability and/or the principal balance requiring immediate deposit of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering 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, and Borrower shall also issue to 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 by such bank to the Dominion Account(s) for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied lockbox to the Obligations as of the date good funds are deposited in the a Dominion Account, provided that and waiving offset rights of such good funds are deposited in the Dominion Account by 12:00 noonservicer or bank, Eastern time, or, if such good funds are deposited in the Dominion Account after 12:00 noon, Eastern time, on the following Business Dayexcept for customary administrative charges. Agent shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 Lenders assume no responsibility to Borrowers for such arrangementany lockbox arrangement 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 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 after (A) $500,000, when aggregated with the occurrence of a Triggering Event, Availability of more than Sixty Million Dollars amounts on deposit in all other Deposit Accounts that are subject to this clause ($60,000,000.00) shall exist and the principal balance of the Loans shall be less than Thirty-Five Million Dollars ($35,000,000.00v), and provided that no Event of Default has occurred and remains outstandingor (B) $100,000, Borrower may request that Agent issue instructions individually (a "Trigger Rescission Notice") or, with respect to any Concentration Bank(sdeposits denominated in a currency other than Dollars, the Dollar Equivalents of such amounts) to cease the daily sweep of Borrower's funds(each such account described in clauses (i) through (v), and Agent shall issue such instructions to such Concentration Bank(san “Excluded Account”). 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. Consistent with Medicare and Medicaid regulationsEach deposit account (other than Excluded Deposit Accounts, Borrower unless otherwise requested by the Administrative Agent) which receives any proceeds of Collateral shall maintain Dominion Account(s) be maintained by Borrowers pursuant to lockbox and blocked account arrangements reasonably acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with Bank or such bank(s) other banks as may be selected by Borrower Borrowers and be acceptable to AgentAdministrative Agent (each bank maintaining a Collection Account, a “Collection Bank” and collectively, the “Collection Banks”). If at any time, there exists less than Sixty Million Dollars All such blocked account arrangements shall provide for “control” ($60,000,000.00) in Availability and/or within the principal balance meaning of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering Event"Uniform Commercial Code), and in the event a Dominion Event occurs and is continuing, sole dominion by Administrative Agent over all cash or other assets deposited into such accounts. In addition, Borrowers shall maintain one or more Dominion Accounts. Upon the occurrence of a Dominion Event, Administrative Agent shall have be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, instructions of Administrative Agent relating 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, and Borrower shall also issue to any bank at which the Dominion Account(s) is each Collection Account maintained an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received by such bank 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(s) for application on account of the ObligationsAccounts (each such notice, a “Dominion Notice”). All funds deposited in the Dominion Account shall automatically be applied On or prior to the Obligations date hereof, Borrowers shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of the date good funds are Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each such control agreement to be in form and substance acceptable to Administrative Agent. After the Dominion Account, provided that such good funds are deposited in occurrence and during the 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 shall have this right upon both the initial and any subsequent occurrence continuance of a Triggering Dominion Event. Except with respect to Government Accounts, 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 Borrower Borrowers shall obtain the agreement by such banks each Collection Bank in favor of Administrative Agent to waive any offset rights against recoupment, setoff rights, and any security interest in, or against, the funds so deposited. Administrative Agent assumes no responsibility for such arrangementlockbox 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 delivered a Dominion Notice to any Collection Bank and, at any time after the occurrence effective date of a Triggering Eventsuch Dominion Notice, Availability for each day during any three consecutive fiscal months of more than Sixty Million Dollars (Holdings equals or exceeds $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)45,000,000, and provided that no Event of Default has occurred during such three consecutive fiscal month period 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, no Default shall have occurred and Agent shall issue such instructions to such Concentration Bank(s). The time period beginning be continuing on the date upon which last day of such three month period, then Administrative Agent shall issue agrees to rescind such Dominion Notice. Upon a Trigger Effectiveness Notice and ending on the date upon which Agent shall issue subsequent occurrence of a Trigger Rescission Notice Dominion Event, Administrative Agent’s rights under this subsection 6.2.4, including without limitation, its right to deliver Dominion Notices pursuant to this Section, shall be known as a "Dominion Triggered Periodreinstated."

Maintenance of Dominion Account. Consistent Borrowers shall establish Deposit Accounts with Medicare and Medicaid regulationsXxxxx Fargo, Borrower subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to provide that Xxxxx Fargo shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness NoticeNotice of Exclusive Control") 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent's account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 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 date good funds are deposited in Default or Event of Default or that the Dominion Account, Applicable Trigger has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such good funds are deposited notice to Borrowers shall not in any manner affect the Dominion Account by 12:00 noonvalidity and enforceability of any Notice of Exclusive Control; and provided, Eastern time, or, if further that Agent's exclusive control shall be rescinded at such good funds are deposited in time no Default or Event of Default shall have occurred and be continuing and the Dominion Account after 12:00 noon, Eastern time, on Applicable Trigger equals or exceeds the following Business DayCovenant Trigger Amount for 60 consecutive days. Agent shall have this right upon both the initial and any subsequent occurrence no obligation to deliver a Notice of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 depositedExclusive Control. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including 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. Consistent with Medicare and Medicaid regulations, Each Borrower shall maintain ------------------------------- a Dominion Account(s) pursuant to arrangements reasonably Account acceptable to Agent with such bank(s) bank or banks as may be selected by such Borrower and be acceptable to Agent. If at any time; provided, there exists less than Sixty Million Dollars ($60,000,000.00) however, that -------- ------- the Dominion Account of Restoration shall only be utilized, if Agent so elects in Availability and/or its reasonable credit judgment, during the principal balance continuance of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering Event")an Event of Default; provided, that, if such Event of Default shall be cured Agent shall have be -------- entitled, in the right, which right shall be exercised in accordance with Medicare and Medicaid regulationsexercise of its reasonable credit judgment, to give notice (maintain such account for up to 60 days following such cure. Agent shall at all times have a "Trigger Effectiveness Notice") to any Concentration Bank(s) that the funds of the Borrower perfected security interest in any Concentration Account(s) such Dominion Accounts. Restoration 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, and Borrower shall also issue to any bank at which the Dominion Account(s) is maintained or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances received to its Dominion Account for application on account of the 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 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 banks in favor of Agent, for the benefit of Agent and Lenders, to waive any 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(s) Account 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 the 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 shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the ratable benefit account of Lenders, and Borrower 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 offset rights against the funds so deposited. Neither Agent nor any Lender assumes no any responsibility for any such arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. If at No waiver or forbearance with respect to 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 act as a "Dominion Triggered Periodcure thereof for purposes of this subsection 6.2.5."

Maintenance of Dominion Account. Consistent Borrowers shall establish Deposit Accounts with Medicare and Medicaid regulationsXxxxx Fargo, Borrower subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to provide that Xxxxx Fargo shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness NoticeNotice of Exclusive Control") 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent's account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 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 date good funds are deposited in Default or Event of Default or that Availability has been less than the Dominion Account, Covenant Trigger Amount; provided that the failure of Agent to deliver such good funds are deposited notice to Borrowers shall not in any manner affect the Dominion Account by 12:00 noonvalidity and enforceability of any Notice of Exclusive Control; and provided, Eastern time, or, if further that Agent's exclusive control shall be rescinded at such good funds are deposited in time no Default or Event of Default shall have occurred and be continuing and Availability equals or exceeds the Dominion Account after 12:00 noon, Eastern time, on the following Business DayCovenant Trigger Amount for 60 consecutive days. Agent shall have this right upon both the initial and any subsequent occurrence no obligation to deliver a Notice of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 depositedExclusive Control. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including 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. Consistent Borrowers shall establish Deposit Accounts with Medicare and Medicaid regulationsXxxxx Fargo, Borrower subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to provide that Xxxxx Fargo shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness NoticeNotice of Exclusive Control") 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent's account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 date good funds are deposited in Default or Event of Default or that Liquidity has been less than the Dominion Account, Covenant Trigger Amount; provided that the failure of Agent to deliver such good funds are deposited notice to Borrowers shall not in any manner affect the Dominion Account by 12:00 noonvalidity and enforceability of any Notice of Exclusive Control; and provided, Eastern time, or, if further that Agent's exclusive control shall be rescinded at such good funds are deposited in time no Default or Event of Default shall have occurred and be continuing and Liquidity equals or exceeds the Dominion Account after 12:00 noon, Eastern time, on the following Business DayCovenant Trigger Amount for 60 consecutive days. Agent shall have this right upon both the initial and any subsequent occurrence no obligation to deliver a Notice of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 depositedExclusive Control. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including 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. Consistent Borrowers shall establish Deposit Accounts with Medicare and Medicaid regulationsXxxxx Fargo, Borrower subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to provide that Xxxxx Fargo shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness NoticeNotice of Exclusive Control") 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent's account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 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 date good funds are deposited in Default or Event of Default or that Availability has been less than the Dominion Account, Covenant Trigger Amount; provided that the failure of Agent to deliver such good funds are deposited notice to Borrowers shall not in any manner affect the Dominion Account by 12:00 noonvalidity and enforceability of any Notice of Exclusive Control; and provided, Eastern time, or, if further that Agent's exclusive control shall be rescinded at such good funds are deposited in time no Default or Event of Default shall have occurred and be continuing and Availability equals or exceeds the Dominion Account after 12:00 noon, Eastern time, on the following Business DayCovenant Trigger Amount for 60 consecutive days. Agent shall have this right upon both the initial and any subsequent occurrence no obligation to deliver a Notice of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 depositedExclusive Control. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including 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. Consistent with Medicare and Medicaid regulations, Borrower Borrowers shall maintain the Deposit Accounts listed on Schedule 5.1 as Dominion Account(s) Accounts pursuant to arrangements reasonably acceptable to Blocked Account Agreements. Each Blocked Account Agreement shall provide that the applicable bank shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering 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"“Notice of Exclusive Control”) 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent’s account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 (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 date good funds are deposited in the Dominion Account, Default or Event of Default or that Availability has fallen below $15,000,000); provided that such good funds are deposited in the 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 shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by such banks in favor failure of Agent to waive deliver such notice to Borrowers shall not in any offset rights against manner affect the funds so depositedvalidity and enforceability of any Notice of Exclusive Control; and provided, further 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 (B) no Default or Event of Default shall have occurred and be continuing, in each case for a period of 30 consecutive days. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including 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. Consistent Borrowers shall establish Deposit Accounts with Medicare and Medicaid regulationsXxxxx Fargo, Borrower subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Blocked Account Agreement shall maintain Dominion Account(s) pursuant to arrangements reasonably acceptable to provide that Xxxxx Fargo shall comply with instructions originated by Agent with such bank(s) as may be selected by Borrower and be acceptable to Agent. If at any time, there exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance directing disposition of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) 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 "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness NoticeNotice of Exclusive Control") 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, and Borrower shall also issue to any bank at which the Dominion Account(s(a) is maintained an irrevocable letter of instruction directing such bank shall not permit any funds or other assets to deposit 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 by such bank to in the Dominion Account(s) Account or Accounts to Agent's account for application on account of the Obligations. All funds deposited in the Dominion Account shall automatically be applied to 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 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 date good funds are deposited in the Dominion Account, Default or Event of Default; provided that the failure of Agent to deliver such good funds are deposited notice to Borrowers shall not in any manner affect the Dominion Account by 12:00 noonvalidity and enforceability of any Notice of Exclusive Control; and provided, Eastern time, or, if further that Agent's exclusive control shall be rescinded at such good funds are deposited in the Dominion Account after 12:00 noon, Eastern time, on the following Business Daytime no Default or Event of Default shall have occurred and be continuing for a period of 30 consecutive days. Agent shall have this right upon both the initial and any subsequent occurrence no obligation to deliver a Notice of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, 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 depositedExclusive Control. Agent assumes no responsibility for such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. If at any time after Borrower shall close all of (i) the occurrence of a Triggering Event, Availability of more than Sixty Million Dollars Deposit Accounts listed on Schedule 6.2.3(i) ($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 NoticeExisting Collection Accounts") to any Concentration Bank(son or before September 30, 2010 and (ii) to cease the daily sweep of Borrower's fundsDeposit Accounts listed on Schedule 6.2.3(ii) (the "Existing Disbursement Accounts") on or before February 16, 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 Period2011."

Maintenance of Dominion Account. Consistent with Medicare and Medicaid regulations, Borrower Borrowers shall maintain a Dominion Account(s) Account or Accounts pursuant to lockbox and blocked account arrangements reasonably acceptable to Agent with Bank (or such bank(s) other bank as may be selected by Borrower and be is acceptable to Agent. If at any time, there exists 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 event (i) Availability is less than Sixty Million Dollars $25,000,000 or ($60,000,000.00ii) in Availability and/or the principal balance an Event of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) Default has occurred and is continuing (a "Triggering Dominion Event"). Upon the occurrence of a Dominion Event, Agent shall have be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the right, which right instructions of Agent in such Dominion Account or Accounts. Agent shall be exercised in accordance with Medicare and Medicaid regulations, deliver a copy of any such notice to give Borrowers at or about the same time as Agent delivers such notice (a "Trigger Effectiveness Notice") to Bank or any Concentration Bank(s) that the funds of the Borrower in any Concentration Account(s) such other bank. Borrowers 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(sBank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction directing (which Borrowers will cause Bank (or such Concentration Bank(sother bank as is acceptable to Agent in its discretion) to act agree to) directing Bank (or such other bank as is acceptable to Agent in accordance with such notice its discretion) upon receipt of written instructions from Agent, and Borrower shall also issue to any bank at which the Dominion Account(s) is maintained an irrevocable letter of instruction directing such bank to deposit transfer all payments or other remittances received by such bank to in the Dominion Account(s) Account to Agent's account 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 provided in the Dominion Account, provided that such good funds are deposited in the 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 Daysubsection 3.2.1 and Section 3.4. Agent hereby agrees that it shall have this right upon both not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the initial occurrence and any subsequent occurrence during the continuance of a Triggering Dominion Event. Except with respect to Government Accounts, all funds deposited in the any Dominion Account shall immediately become the property of Agent, for the ratable benefit of Lenders, and Borrower Borrowers shall obtain the agreement by Bank (or such banks other bank) in favor of Agent to waive any offset rights against recoupment, set-off rights, and any security interest in, or against, the funds so depositeddeposited (other than for customary items, such as returned items and reasonable bank charges). Agent assumes no responsibility for such arrangementlockbox 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 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 occurrence effective date of such notice, average Availability for any 60 consecutive day period, ending on a Triggering Eventday that is on or after such 150th (or 60th day, Availability of more than Sixty Million Dollars (if applicable) day, equals or exceeds $60,000,000.00) shall exist 25,000,000 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 outstandingis continuing, Borrower may request that then Agent issue instructions (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 "Trigger Rescission Notice") to any Concentration Bank(s) to cease the daily sweep subsequent occurrence of Borrower's fundsa Dominion Event, and Agent shall issue have the right to renotify Bank or such instructions banks to such Concentration Bank(s). The time period beginning on make daily transfers to the date upon which Agent shall issue a Trigger Effectiveness Notice and ending on Agent's account for application to the date upon which Agent shall issue a Trigger Rescission Notice shall be known as a "Dominion Triggered PeriodObligations."