Common use of Bank and Securities Accounts; Cash Dominion Clause in Contracts

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by the Agent, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within 90 days after the Closing Date (or such longer period as shall be agreed to by the Agent in its sole discretion), the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a Securitization Transaction to be deposited into a “Controlled Account” under and as defined in the documents governing such Securitization Transaction) to be deposited into a Material Account subject to a Control Agreement promptly upon receipt in accordance with historical practices. Notwithstanding anything herein to the contrary, the provisions of this Section 7.17(b) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by the Agent in its sole discretion) following the date of such Permitted Acquisition or other Investment, as applicable. (c) Each Credit Card Notification and, with respect to the Material Accounts, each Control Agreement shall require, upon the commencement and during the continuance of a Cash Dominion Period and following delivery of notice of commencement thereof by the Agent to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of such minimum balance (not to exceed $10,000 per account and $200,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts and (y) Accounts or payment thereof excluded from the Collateral pursuant to any Security Document, including Excluded Assets) to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (f) All collected amounts received in the Payment Account shall be distributed and applied in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (g) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (h) The Payment Account shall at all times be under the sole dominion and control of the Agent. (i) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (j) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto, if any) at any time (x) after this Agreement has been terminated, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable law. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by the Agent, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within 90 days after the Closing Date (or such longer period as shall be agreed to by the Agent in its sole discretion)Date, the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Blocked Account Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Blocked Account Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a the Existing Securitization Transaction Facility as in effective as of the Agreement Date to be deposited into a “Controlled Account” under and as defined in the documents governing such evidencing the Existing Securitization TransactionFacility as in effect as of the Agreement Date) to be deposited into a Material Account subject to a Control Blocked Account Agreement promptly upon within one (1) Business Day after receipt in accordance with historical practices. Notwithstanding anything herein to thereof by or for the contrary, account of any of the provisions Obligors or any of this Section 7.17(b) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by the Agent in its sole discretion) following the date of such Permitted Acquisition or other Investment, as applicabletheir respective Subsidiaries. (cb) Each Credit Card Notification andUntil the commencement of a Cash Dominion Period, the Obligors may make withdrawals with respect to the Material Accounts, each Control Agreement shall require, upon the commencement and during the continuance of . During a Cash Dominion Period Period, (i) all amounts which are deposited into any Material Account shall immediately become the property of and following delivery be under the exclusive control of notice the Agent, on behalf of commencement thereof by the Secured Parties, (ii) the Agent shall be entitled to take such actions, including sending blocked account notices with respect to each Material Account as the Borrowers’ AgentAgent deems necessary to establish its exclusive control, (iii) no Obligor shall have any right to withdraw such amounts from any Material Account and (iv) the Agent may, without further consent of any Obligor, withdraw or cause to be withdrawn all immediately available funds in such Material Accounts, deposit or cause to be deposited the same in the Payment Account, and apply the same against the Obligations in the manner provided for in Section 4.7 or, if applicable, Section 4.3. In addition, during a Cash Dominion Period, all collected amounts held in any Material Account shall be sent by ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of such minimum balance (not to exceed $10,000 per account and $200,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts and (y) Accounts or payment thereof excluded from the Collateral pursuant to any Security Document, including Excluded Assets) to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for applied against the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (f) All collected amounts received Obligations in the Payment Account shall be distributed and applied manner provided for in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (g) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (h) The Payment Account shall at all times be under the sole dominion and control of the Agent. (i) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (j) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto4.7 or, if any) at any time (x) after this Agreement has been terminatedapplicable, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable lawSection 4.3. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by To the Agentextent not previously delivered under the Existing Loan Agreement, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within within 90 days after the Closing Date (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree), the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a Securitization Transaction to be deposited into a “Controlled Account” under and as defined in the documents governing such Securitization Transaction) to be deposited into a Material Account subject to a Control Agreement promptly upon receipt in accordance with historical practices. Notwithstanding anything herein to the contrary, the provisions of this Section 7.17(b7.17(a) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree) following the date of such Permitted Acquisition or other Investment, as applicable. (cb) Each Credit Card Notification and, with With respect to the Material Accounts, each : (i) Each Control Agreement shall require, upon the commencement and during the continuance of a Cash Dominion Period and following delivery of notice of commencement thereof by the Agent to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurredObligations) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of (A) such minimum balance (not to exceed $10,000 250,000 per account and $200,000 1,000,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds maintained and (B) all cash and cash receipts received in such Material Accounts during the first two (2) Business Days of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts and (y) Accounts or payment thereof excluded from the Collateral pursuant to any Security Document, including Excluded Assets) Cash Dominion Period to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Payment Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (fii) All collected amounts received in the Payment Account shall be distributed and applied in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (giii) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (hiv) The Payment Account shall at all times be under the sole dominion and control of the Agent. (iv) So long as (xA) no Event of Default has occurred and is continuing and (yB) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (jvi) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto, if any) at any time (xA) after this Agreement has been terminated, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (yB) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors Borrower may direct or as may otherwise be required by applicable lawdirect. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by To the Agentextent not previously delivered under the Existing Loan Agreement, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within within 90 days after the Closing Date (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree), the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a Securitization Transaction to be deposited into a “Controlled Account” under and as defined in the documents governing such Securitization Transaction) to be deposited into a Material Account subject to a Control Agreement promptly upon receipt in accordance with historical practices. Notwithstanding anything herein to the contrary, the provisions of this Section 7.17(b7.17(a) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree) following the date of such Permitted Acquisition or other Investment, as applicable. (cb) Each Credit Card Notification and, with With respect to the Material Accounts, each : (i) Each Control Agreement shall require, upon the commencement and during the continuance of a Cash Dominion Period and following delivery of notice of commencement thereof by the Agent to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of (x) such minimum balance (not to exceed $10,000 500,000 per account and $200,000 2,000,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts maintained and (y) all cash and cash receipts received in such Material Accounts or payment thereof excluded from during the Collateral pursuant to first two Business Days of any Security Document, including Excluded Assets) Cash Dominion Period to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Payment Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (fii) All collected amounts received in the Payment Account shall be distributed and applied in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (giii) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (hiv) The Payment Account shall at all times be under the sole dominion and control of the Agent. (iv) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (jvi) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto, if any) at any time (x) after this Agreement has been terminated, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable lawdirect. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by To the Agentextent not previously delivered under the Original Loan Agreement, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within within 90 days after the Closing Date (or such longer period as shall be agreed to by the Agent in its sole discretion)Date, the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Blocked Account Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Blocked Account Agreement at all times and (ii) all cash proceeds of Collateral (other than those (xw) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or Account, (yx) required under a the Existing Securitization Transaction Facility to be deposited into a “Controlled Account” under and as defined in the documents governing such evidencing the Existing Securitization TransactionFacility or (z) received in connection with any Asset Disposition, the proceeds of which are required to be applied in accordance with Section 4.3, to the extent so applied) to be deposited into a Material Account subject to a Control Blocked Account Agreement promptly upon within one (1) Business Day after receipt thereof by or for the account of any of the Obligors or any of their respective Subsidiaries and (iii) all Net Proceeds pending reinvestment pursuant to Section 4.3 to be kept in accordance with historical practices. Notwithstanding anything herein a Material Account until so reinvested or otherwise applied to the contrary, the provisions of this Section 7.17(b) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by the Agent in its sole discretion) following the date of such Permitted Acquisition or other Investment, as applicablerepay Obligations. (cb) Each Credit Card Notification andUntil the commencement of a Cash Dominion Period, the Obligors may make withdrawals with respect to the Material Accounts, each Control Agreement shall require, upon the commencement and during the continuance of . During a Cash Dominion Period Period, (i) all amounts which are deposited into any Material Account shall immediately become the property of and following delivery be under the exclusive control of notice the Agent, on behalf of commencement thereof by the Secured Parties, (ii) the Agent shall be entitled to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receiptstake such actions, including the then contents or then entire ledger balance of sending blocked account notices with respect to each Material Account subject as the Agent deems necessary to establish its exclusive control, (iii) no Obligor shall have any right to withdraw such Control Agreementamounts from any Material Account and (iv) the Agent may, without further consent of any Obligor, withdraw or cause to be withdrawn all immediately available funds in such Material Accounts, deposit or cause to be deposited the same in the Payment Account, and apply the same against the Obligations in the manner provided for in Section 4.7 or, if applicable, Section 4.3. In addition, during a Cash Dominion Period, all collected amounts held in any Material Account, net of such any minimum balance (not to exceed (1) $10,000 per account and (2) $200,000 100,000 in the aggregateaggregate with respect to all such accounts), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts and (y) Accounts or payment thereof excluded from the Collateral pursuant to any Security Document, including Excluded Assets) to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected sent by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, ACH or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other wire transfer no less frequently than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred once per Business Day to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for applied against the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (f) All collected amounts received Obligations in the Payment Account shall be distributed and applied manner provided for in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (g) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (h) The Payment Account shall at all times be under the sole dominion and control of the Agent. (i) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (j) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto4.7 or, if any) at any time (x) after this Agreement has been terminatedapplicable, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable lawSection 4.3. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by To the Agentextent not previously delivered under the Existing Loan Agreement, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within within 90 days after the Closing Date (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree), the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a Securitization Transaction to be deposited into a “Controlled Account” or similar account under and as defined in the documents governing such Securitization Transaction) to be deposited into a Material Account subject to a Control Agreement promptly upon receipt in accordance with historical practices. Notwithstanding anything herein to the contrary, the provisions of this Section 7.17(b7.17(a) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree) following the date of such Permitted Acquisition or other Investment, as applicable. (cb) Each Credit Card Notification and, with With respect to the Material Accounts, each : (i) Each Control Agreement shall require, upon the commencement and during the continuance of a Cash Dominion Period and following delivery of notice of commencement thereof by the Agent to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of (x) such minimum balance (not to exceed $10,000 500,000 per account and $200,000 2,000,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts maintained and (y) all cash and cash receipts received in such Material Accounts or payment thereof excluded from during the Collateral pursuant to first two Business Days of any Security Document, including Excluded Assets) Cash Dominion Period to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Payment Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (fii) All collected amounts received in the Payment Account shall be distributed and applied in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (giii) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (hiv) The Payment Account shall at all times be under the sole dominion and control of the Agent. (iv) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (jvi) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto, if any) at any time (x) after this Agreement has been terminated, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable lawdirect. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.

Bank and Securities Accounts; Cash Dominion. (a) Except as otherwise agreed by To the Agentextent not previously delivered under the Existing Loan Agreement, each Obligor shall (i) deliver to the Agent notifications in form reasonably satisfactory to the Agent, which have been executed on behalf of such Obligor and addressed to such Obligor’s credit card clearinghouses and processors, in form reasonably satisfactory to the Agent (each, a “Credit Card Notification”); provided that unless consented to in writing by the Agent, the Obligors shall not enter into any agreements with credit card processors other than the ones listed on Schedule 6.24(b) unless (x) contemporaneously therewith a Credit Card Notification is executed and a copy thereof is delivered to the Agent or (y) in connection with any Securitization Transaction involving credit card proceeds or with respect to any Accounts transferred to a Special Purpose Vehicle. The Obligors shall be entitled to terminate any Credit Card Notification in connection with any such Securitization Transaction (and the Agent shall take such action as the Company shall reasonably request in connection therewith and shall otherwise cooperate to effectuate such termination). (b) Within within 90 days after the Closing Date (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree), the Secured Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Control Agreement”), with respect to each Material Account of each Secured Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Secured Obligors shall cause (i) each Material Account to be subject to a Control Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under a Securitization Transaction to be deposited into a “Controlled Account” under and as defined in the documents governing such Securitization Transaction) to be deposited into a Material Account subject to a Control Agreement promptly upon receipt in accordance with historical practices. Notwithstanding anything herein to the contrary, the provisions of this Section 7.17(b7.17(a) shall not apply to any deposit account or securities account that is acquired by an Obligor in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such longer period as shall be agreed to by which the Agent in its sole discretionmay reasonably agree) following the date of such Permitted Acquisition or other Investment, as applicable. (cb) Each Credit Card Notification and, with With respect to the Material Accounts, each : (i) Each Control Agreement shall require, upon the commencement and during the continuance of a Cash Dominion Period and following delivery of notice of commencement thereof by the Agent to the Borrowers’ Agent, the ACH or wire transfer no less frequently than once per Business Day (unless this Agreement has been terminated, the Commitments have been terminated and Full Payment of the Obligations has occurred) of all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Material Account subject to such Control Agreement, net of (x) such minimum balance (not to exceed $10,000 500,000 per account and $200,000 $ 2,000,000 in the aggregate), if any, required by the bank at which such Material Account is maintained. Each Obligor agrees that it will not cause any credit card proceeds subject to any then effective Credit Card Notification or any proceeds of any Material Account to be otherwise redirected. (d) Each Obligor shall instruct all account debtors of such Obligor that remit payments of Accounts of such Account Debtor regularly by check pursuant to arrangements with such Obligor, to remit all such payments (other than (x) any such amount to be deposited in Excluded Accounts maintained and (y) all cash and cash receipts received in such Material Accounts or payment thereof excluded from during the Collateral pursuant to first two Business Days of any Security Document, including Excluded Assets) Cash Dominion Period to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the applicable Material Account, which remittances shall be collected by the applicable bank and deposited in the applicable Material Account. All amounts received by the Company, or any other Obligor and any such depository bank in respect of any Account shall upon receipt of such amount (other than (x) any such amount to be deposited in Excluded Accounts and (y) any Account or amount excluded from the Collateral pursuant to any Security Document, including Excluded Assets) be deposited into a Material Payment Account. (e) In the event that, notwithstanding the provisions of this Section 7.17, any Obligor has dominion and control of any proceeds or collections required to be transferred to the Payment Account pursuant to Section 7.17(c), such proceeds and collections shall be held in trust by such Obligor for the Agent, shall not be commingled with any of such Obligor’s other funds or deposited in any account of such Obligor (other than any account by which such Obligor received or acquired dominion or control of such proceeds and collections, or with any funds in such account) and shall promptly be deposited into the Payment Account or dealt with in such other fashion as such Obligor may be reasonably instructed by the Agent. (fii) All collected amounts received in the Payment Account shall be distributed and applied in accordance with Section 4.6 on a daily basis, with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the applicable Secured Obligor. (giii) The Secured Obligors may close Material Accounts or open new deposit accounts or securities accounts, subject to the substantially contemporaneous execution and delivery to the Agent of a Control Agreement for any Material Account consistent with the provisions of this Section 7.17. (hiv) The Payment Account shall at all times be under the sole dominion and control of the Agent. (iv) So long as (x) no Event of Default has occurred and is continuing and (y) no Cash Dominion Period has commenced and is continuing, the Obligors shall have full and complete access to, and may direct the manner of disposition of, funds in the Material Accounts. (jvi) Any amounts held or received in the Payment Account (including all interest and other earnings with respect thereto, if any) at any time (x) after this Agreement has been terminated, the Commitments have been terminated and the Full Payment of the Obligations has occurred or (y) when all Events of Default have been cured or any Cash Dominion Period has ceased to exist shall be remitted to the Secured Obligors as the applicable Obligors may direct or as may otherwise be required by applicable lawdirect. (k) In the event the daily balance in any deposit account (other than the deposit accounts described in clauses (a), (b) and (c) of the definition of the term “Material Account”) shall exceed the amount set forth in clause (d) of the definition of the term “Material Account” for two consecutive Business Days, the Company shall within one Business Day of such event instruct the depository institution for such deposit account to sweep such excess into a Material Account. Failure to comply with the foregoing sentence shall not constitute a Default or Event of Default, but for so long as such failure is continuing, Accounts the proceeds of which are expected to be deposited in such bank account shall not constitute Eligible Accounts.