Common use of Cash Receipts Clause in Contracts

Cash Receipts. After the occurrence of a Cash Dominion Event, the Borrowers shall cause the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition of any Collateral, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”), to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, as the Agent may direct. (a) The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) Annexed hereto as Schedule 2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a Cash Dominion Eventcontact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to the Effective Date, the Borrowers shall cause (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (ii) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by the Borrowers from any Person or disposition from any source or on account of any Collateralsale or other transaction or event, including, without limitation, any Prepayment Event (all such cash receipts and collections, "Cash Receipts"), to a concentration account maintained by the Collateral Agent at Fleet (the "FRF Concentration Account"). In that regard, after the occurrence, and during the continuance, of a Default or Cash Control Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $10,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto, and (C) all such cash receipts and proceeds, “other Cash Receipts”). Further, to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “Concentration Account”), whether or (y) a Blocked Account, as the Agent may direct. (a) The Blocked Account Agreements shall requirenot any Obligations are then outstanding, after the occurrence and during the continuance of a Default or Cash Dominion Control Event, the sweep on each Business Day of all Cash Receipts Borrowers shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $10,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.22, after the occurrence and during the continuance of a Default or to Cash Control Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers' other funds or deposited in any account of any Borrower other than as instructed by the Agent may directAdministrative Agent. (bd) The Borrowers shall, after the occurrence and during the continuance of a Default or Cash Control Event, accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time after other than the occurrence of a Cash Dominion Event, times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers may (i) close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.22 and otherwise satisfactory to the Administrative Agent, and (ii) enter into any agreements with credit card processors subject to the execution and delivery to the Administrative Agent of appropriate Credit Card Notifications (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.22 and otherwise satisfactory to the Administrative Agent. Unless the Lead Borrower shall have notified the Administrative Agent and complied with the provisions of the immediately preceding sentence, the Borrowers may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrowers may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (g) The FRF Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.23(a). (eh) So long as (i) no Default has occurred and is continuing, and (ii) no Cash Dominion Control Event has occurredoccurred and is continuing, daily, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and Blocked Accounts. After Effective upon notice to the Lead Borrower from the Collateral Agent (x) after the occurrence and during the continuance of a Default or (y) in the event of a Cash Dominion Event, whether or not any Obligations are then outstandingControl Event and during the continuance thereof (which notice may be given by telephone if promptly confirmed in writing), the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the FRF Concentration Account will, without any further action on the part of any Borrower or the then entire ledger balance of each Blocked Account. (f) In Collateral Agent convert into a closed account under the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have exclusive dominion and control of any the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. In such proceeds or collections of Collateralevent, all amounts in the FRF Concentration Account and all other Cash Receipts from time to time may be applied to the Obligations in such proceeds order and collections shall be held manner as provided in trust by Section 2.23 hereof, and the Borrowers for the Administrative Agent and may, in its discretion, but shall not be commingled with obligated to, transfer any of amounts in the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by FRF Concentration Account to the AgentFleet Disbursement Accounts.

Cash Receipts. After (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (b) All cash receipts and other proceeds from the sale or disposition of any Collateral, Collateral relating to the Loan Parties’ operations in the United States of America including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. (c) So long as no Cash Dominion Event has occurred and is continuing: (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts (including savings accounts), to (x) the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day, provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA (or in the case that such single DDA has multiple subaccounts, for any such subaccount) or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs (including all such subaccounts) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. For puproses of the calculation of the amount on deposit in any single DDA (or in any subaccount of a DDA), there shall be excluded any amounts for which an ACH transfer has been initiated but which transfer has not as yet been made in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such Borrower has depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) notifications (the “Credit Card Notifications”) substantially in the form of Exhibit F hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Loan Party shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Loan Party shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each Blocked Account.business; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.

Cash Receipts. After (a) Use commercially reasonable efforts to enter into, promptly after the occurrence Closing Date, Approved Control Arrangements with each Approved Account Bank, in each case in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Deposit Account located in the United States in which material amounts of funds of any of the Loan Parties are concentrated (which may include those listed on Schedule 8.12 as of the Closing Date, but excluding, for the avoidance of doubt, Excluded Accounts) (collectively, the “Material Deposit Accounts”). If an Approved Control Arrangement shall not have been established with respect to any Material Deposit Account on or prior to the date that is ninety (90) days after the Closing Date (such date, the “Cash Management Compliance Date”), the applicable Loan Party shall, within ninety (90) days after the Cash Management Compliance Date (or such later date as the Administrative Agent may agree in its reasonable discretion), be required to move such Material Deposit Account, as applicable, to the Administrative Agent, an Affiliate or branch thereof or another financial institution that is willing to enter into an Approved Control Arrangement. Notwithstanding anything in this section to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account acquired by a Loan Party in connection with a Permitted Acquisition prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree) following the consummation of such Permitted Acquisition. (b) The Loan Parties may open or close Deposit Accounts or Material Deposit Accounts and, at any time prior to the commencement of any Cash Dominion EventPeriod, subject, in the Borrowers shall cause case of the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition opening of any CollateralMaterial Deposit Account, to the establishment of Approved Control Arrangements with respect thereto (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 8.12. (c) Each Loan Party shall (i) instruct each Account Debtor or other Person located in the United States obligated to make a payment to any of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account, (ii) deposit in (A) a Store Account all Cash Receipts received in the Stores, and (B) an Approved Deposit Account promptly upon receipt all other Cash Receipts (as defined below) received by any Loan Party from any other Person located in the United States (iii) deliver Credit Card Notifications to the Administrative Agent (x) on the Closing Date with respect to any existing agreements with Credit Card Processors and (y) after the Closing Date, promptly following the entering into of any new agreement with any Credit Card Processor, and (iv) instruct each depository institution located in the United States for a Deposit Account (including, without limitation, Store Accounts, but excluding Excluded Accounts) to cause all amounts on deposit and available in such Deposit Account to be swept to one of the proceeds Loan Parties’ Approved Deposit Accounts no less frequently than on each Business Day, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent. So long as no Cash Dominion Period is continuing, the Loan Parties may direct, and shall have sole control over, the manner of all credit card charges disposition of funds in the Approved Deposit Accounts, in each case subject to the other provisions of this Agreement and the other Loan Documents. (all such cash receipts d) Each Credit Card Notification and proceeds, “Cash Receipts”Approved Control Arrangement shall require (without further consent of the Loan Parties), and the Loan Parties shall cause, after the occurrence and during the continuance of a Cash Dominion Period and subject to the Intercreditor Agreement (x) a and whether or not there are then any outstanding Obligations), the ACH or wire transfer no less frequently than each Business Day to the concentration account maintained by the Agent at Bank of America, N.A. America (or at another financial institution acceptable to the Administrative Agent in its sole discretion) by and in the name of the Borrower (the “Concentration Account”), of all cash receipts and collections, including, without limitation, the following, but, in each case, excluding any Excluded Assets (collectively, the “Cash Receipts”): (i) all available cash receipts from the sale of Inventory and other Current Asset Collateral (and, after the repayment of the First Lien Term Facility, all other Collateral) or casualty insurance proceeds arising from any of the foregoing; (yii) a Blocked all proceeds of collections of Accounts (including, without limitation, Credit Card Receivables); (iii) the then contents of each Deposit Account (including, without limitation, any Approved Deposit Account subject to an Approved Control Arrangement and any Store Account) located in the United States (net of any minimum balance as may be required to be kept in the subject Deposit Account by the institution at which such Deposit Account is maintained); (iv) the cash proceeds of all credit card and debit card charges; and (v) subject to the Intercreditor Agreement, as the Agent may directall cash proceeds of any other Collateral. (a) The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (de) The Concentration Account is and shall remain at all times be under the sole dominion and control of the Collateral Agent. Each Borrower acknowledges The Loan Parties hereby acknowledge and agrees agree that (i) such Borrower has the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to at all times be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 3.2.6 8.12, any Loan Party receives or Section 3.4otherwise has dominion and control of any such proceeds or collections during a Cash Dominion Period, such proceeds and collections shall be held in trust by such Loan Party for the Collateral Agent and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as applicablesuch Loan Party may be instructed by the Administrative Agent. Any amounts received in the Concentration Account at any time when all of the Obligations have been paid in full shall be remitted to the operating account of the Loan Parties maintained with the Administrative Agent or to an operating account otherwise designated by the Borrower. (ef) [Reserved]. (g) So long as no Cash Dominion Event has occurredPeriod is continuing, the Borrowers Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Approved Securities Accounts and Approved Deposit Accounts. After . (h) Upon the occurrence Borrower’s written requests following the termination of any Cash Dominion Period, the Administrative Agent shall promptly (but in any event shall use its commercially reasonable efforts within one (1) Business Day to) furnish written notice to each Approved Account Bank at which any Approved Deposit Account is maintained, of any termination of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked AccountPeriod. (fi) In The Borrower may from time to time provide a written request to the event Administrative Agent requesting that the Administrative Agent permit the withdrawal of a requested amount of Qualified Cash from any applicable Approved Deposit Account, Approved Securities Account or Qualified Cash Securities Account and, within two (2) Business Days of such written request, the Administrative Agent shall permit (or, if the relevant Approved Deposit Account, Approved Securities Account or Qualified Cash Securities Account is not held with the Administrative Agent, shall instruct the relevant depositary bank or securities intermediary to so permit) the withdrawal of the requested amount of Qualified Cash in accordance with the written instructions of the Borrower so long as, solely with respect to any Qualified Cash Securities Account, (i) no Default has occurred and is continuing or would result from such withdrawal of the requested amount of Qualified Cash in accordance with such written instructions of the Borrower, (ii) after giving effect to such withdrawal, the Revolving Credit Outstandings shall not exceed the Revolving Borrowing Base (it being agreed that, notwithstanding the provisions immediately upon such withdrawal, without any further act of this Section 6.2.3, after the occurrence of a Cash Dominion Eventany Person, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections Revolving Borrowing Base shall be held in trust by calculated excluding the Borrowers for amount of Qualified Cash so withdrawn), and (iii) the Borrower shall have provided an update to the Borrowing Base Certificate most recently delivered to the Administrative Agent and shall not be commingled with any pursuant to Section 7.4(a) or (b) (as applicable) reflecting the result of such withdrawal on the calculation of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the AgentRevolving Borrowing Base.

Cash Receipts. After (i) On or prior to the occurrence of a Cash Dominion EventClosing Date, the Borrowers Borrower and the Administrative Agent shall cause have entered into agency agreements with the sweep banks maintaining the deposit accounts identified on each Business Day Schedule 3.11(b) (collectively, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be 84 (a) (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or disposition any other Credit Party from any Person or from any source or on account of any Collateralsale or other transaction or event, includingexcept only (x) amounts received on account of the Leasehold Collateral and to be applied in accordance with Section 2.10(e) or (f), without limitationas applicable, and (y) the proceeds of all credit card charges the Loans (all such non-excluded cash receipts and proceedscollections, “Cash Receipts”"CASH RECEIPTS"), from Blocked Accounts to (x) a concentration account maintained by the Collateral Agent at Bank of America, N.A. BBNA (the “Concentration Account”"BBNA CONCENTRATION ACCOUNT"), or (y) . All Cash Receipts shall be deposited into a Blocked Account, as Account or the Agent may direct.BBNA Concentration Account in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (a) The Blocked Account Agreements Borrower shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts accurately report to the Concentration Account or Administrative Agent all amounts deposited in the Blocked Accounts to such other account ensure the proper transfer of funds as the Agent may direct. (b) set forth above. If at any time after other than the occurrence of a Cash Dominion Event, times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral Borrower or any other Credit Party are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall may require the Borrowers Borrower to close such account Blocked Account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at BBNA and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (cii) The Borrowers Borrower may request that the Administrative Agent close Blocked Accounts and/or open new Blocked AccountsAccounts (or, in either case, permit the Borrower to do so), subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.13 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrower and the other Credit Parties may not maintain any bank accounts other than the ones expressly contemplated herein. (diii) Notwithstanding anything contained herein to the contrary, so long as no default or event of default has occurred and is continuing under the Existing Credit Facility on the Closing Date, and all Obligations under the Existing Credit Facility have been paid in full, the Borrower may utilize up to $25,000,000 in proceeds, if any, remaining in the Tax Refund Account (as defined in the Existing Credit Facility) and from the Specified Location Sales (as defined in the Existing Credit Facility) (collectively, the "ESCROW PROCEEDS"), other than the Yonkers Location Sale (as defined in the Existing Credit Facility) to pay on or after the Closing Date any costs directly associated with or claims payable under the Confirmed Plan; PROVIDED that such funds are held in a segregated account at BBNA and subject to the Lien of the Collateral Agent until such application. (iv) The Borrower may also maintain with the Administrative Agent at BBNA one or more disbursement accounts with a balance at any time not in excess of the amounts set forth on Schedule 2.13(a) (the "BBNA DISBURSEMENT ACCOUNTS") to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder; PROVIDED that, upon the occurrence and during the continuance of an Event of Default or an Event of Super-Default, all amounts in such accounts may be swept by the Administrative Agent into the BBNA Cash Concentration Account for application in accordance with Sections 2.14(a), (b) and (c). (v) Notwithstanding the foregoing, the Borrower may maintain the bank accounts identified on Schedule 3.11(b) as "coin orders accounts" (the "Coin Orders Accounts") from which the Borrower shall be permitted (so long as no Default, Event of Default or Event of Super-Default has occurred and is continuing) to make cash withdrawals in accordance with its customary procedures as set forth on Schedule 2.13(e) in effect on the date hereof to fund the ordinary-course cash operating needs of its stores (such as change for registers and shall remain under funds to cash employees' paychecks (otherwise commonly referred to as "coin orders")), provided that all such withdrawals are replaced in accordance with the sole dominion and control of the AgentBorrower's customary practices. Each Borrower acknowledges and agrees that Coin Orders Account (i) shall be subject to a blocked account agreement in form and substance satisfactory to the Administrative Agent which shall provide that any amounts in each such Borrower has no right account in excess of withdrawal from the amounts set forth on Schedule 3.11(b) shall be transferred on each Business Day to the BBNA Concentration Account, Account and (ii) the funds on deposit in the Concentration Account shall continue may be funded with proceeds of Loans otherwise permitted to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicablemade hereunder. (evi) So long as no Cash Dominion Event has occurredNotwithstanding anything in this Agreement to the contrary, the Borrowers may directBorrower's failure to comply with the cash deposit and sweep requirements set forth in Section 2.13(a) due directly to earthquake, and shall have sole control overlandslide, hurricane, tornado, fire, flood, material disruption in armored car service, blizzard, act of God or the manner public enemy, act of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Eventwar, whether public disorder, rebellion, sabotage, revolution, epidemic, riot or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and quarantine shall not be commingled with any an Event of the Borrowers’ other funds Default or deposited in any account an Event of any Borrower other than as instructed by the AgentSuper-Default hereunder unless such failure continues for 3 days.

Cash Receipts. After (a) Annexed hereto as SCHEDULE 2.22(A) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; and (ii) the account number(s) maintained with such depository (b) Annexed hereto as SCHEDULE 2.22(B) is a Cash Dominion Eventlist describing all arrangements to which the Borrowers are a party with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers. (c) On or prior to the Closing Date, the Borrowers shall cause (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form and substance satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA NOTIFICATION"), (ii) deliver to the Administrative Agent notifications to each of the Borrowers' credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent (each, a "CREDIT CARD NOTIFICATION"), and (iii) enter into agency agreements with the banks maintaining the deposit accounts identified on SCHEDULE 2.22(C) (collectively, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications and Credit Card Notifications shall require the sweep on each Business Day of all available cash receipts and other proceeds receipts, net of any minimum balance, not to exceed $2,500, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained, from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers from any Person or disposition from any source or on account of any Collateral, including, without limitation, the proceeds of all credit card charges sale or other transaction or event (all such cash receipts and proceedscollections, “Cash Receipts”"CASH RECEIPTS"), to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, as the Agent may direct. (a) . The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts to a concentration account maintained by the Administrative Agent at Bank of America (the "AGENT'S ACCOUNT"). In that regard, after the occurrence of a Cash Receipts Dominion Event, the Borrowers shall cause the ACH or wire transfer to the Concentration a Blocked Account or to the Agent's Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $2,500, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Agent's Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.22, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise has dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers' other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Agent's Account, or dealt with in such other account fashion as the Agent Borrowers may directbe instructed by the Administrative Agent. (bd) The Borrowers shall deliver or shall cause to be delivered to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Bank of America and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.22 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Concentration Borrowers may also maintain one or more disbursement accounts (the "DISBURSEMENT ACCOUNTS") with Bank of America or such other financial institutions as are reasonably acceptable to the Administrative Agent to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder, such Disbursement Accounts constitute Collateral and are subject to the Lien of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Closing Date are those described in SCHEDULE 2.22(F). (g) The Agent's Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each Borrower acknowledges The Borrowers acknowledge and agrees agree that (i) such Borrower has the Borrowers have no right of withdrawal from the Concentration Agent's Account, (ii) the funds on deposit in the Concentration Agent's Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Agent's Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.23(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) Annexed hereto as Schedule 2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a Cash Dominion Eventcontact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which the Borrower is a party with respect to the payment to the Borrower of the proceeds of all credit card charges for sales by the Borrower. (c) On or prior to the Closing Date, the Borrowers Borrower shall cause (i) deliver to the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent’s interest in such DDA (each, a “DDA Notification”), and (ii) deliver to the Administrative Agent notifications to each of the Borrower’s credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a “Credit Card Notification”), and (iii) enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments (but excluding any and all cash proceeds received by the Borrower or disposition any of its Subsidiaries in respect of key-man life insurance policies, split-level insurance policies or similar policies maintained for the benefit of, and providing retirement or casualty benefits for, directors and officers of the Borrower, and the spouses, heirs and direct descendants of such Persons) received by the Borrower from any Person or from any source or on account of any Collateral, including, without limitation, the proceeds of all credit card charges sale or other transaction or event (all such cash receipts and proceedscollections, “Cash Receipts”), to (x) a concentration account maintained by the Collateral Agent at Bank of America, N.A. Fleet (the “FRF Concentration Account”). In that regard, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (yand whether or not there is then an outstanding balance in the Loan Account) a of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $2,500, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.22, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower’s other funds or deposited in any account of the Borrower and shall, within two Business Days after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion as the Agent Borrower may directbe instructed by the Administrative Agent. (ad) The Blocked Account Agreements Borrower shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts accurately report to the Concentration Account or Administrative Agent all amounts deposited in the Blocked Accounts (other than any such amounts deposited with Fleet) to such other account ensure the proper transfer of funds as the Agent may direct. (b) set forth above. If at any time after other than the occurrence of a Cash Dominion Event, times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers Borrower may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.22 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrower may not maintain any bank accounts (other than accounts that in the aggregate have balances of $2,500 or less) or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the “Fleet Disbursement Accounts”) to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.22(f). (g) The FRF Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each The Borrower acknowledges and agrees that (i) such the Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.and

Cash Receipts. After (a) Each Loan Party shall enter into a control agreement (each, a “Blocked Account Agreement”) within 90 days after the occurrence of Closing Date (or such later date approved by the Administrative Agent in its reasonable discretion), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and/or Collateral Agent and any bank with which such Loan Party maintains a Cash Dominion Eventprimary domestic concentration DDA (other than an Excluded Account) (collectively, the Borrowers shall “Blocked Accounts”). (b) The Borrower agrees that it will cause the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition of any Collateral, including, without limitation, the proceeds of all credit card charges the ABL Collateral (all such cash receipts other than the amounts and proceeds, “Cash Receipts”accounts identified in clauses (ii), to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “Concentration Account”iii), (iv) and (v) of Section 2.21(d) below or (yproceeds in any Excluded Accounts) to be deposited into a Blocked Account, as which deposits may be made through a remote scanning process for purposes of depositing payment items into the Agent may directBlocked Accounts from time to time. The Borrower agrees that it will promptly cause all such payment items to be scanned and/or deposited into Blocked Accounts. (ac) The Each Blocked Account Agreements Agreement shall require, after the occurrence and during the continuance of a Cash Dominion EventLiquidity Event (and delivery of notice thereof from the Administrative Agent to the Borrower and the other parties to such instrument or agreement), the sweep on each ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have actually occurred), of all Cash Receipts collected and available funds, including any collected and available funds in each Blocked Account (net of such minimum balance, not to the Concentration exceed $50,000150,000 in any one Blocked Account or $250,000750,000 in the aggregate, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained), to one or more accounts maintained by the Administrative Agent at SunTrustTruist Bank (the “Payment Accounts”) or such other account as directed by the Administrative Agent; provided that once such Liquidity Event shall no longer be continuing, the Administrative Agent may directshall promptly instruct the depository institutions at which such Blocked Accounts are held to allow the Loan Parties to resume direct and sole control over such Blocked Accounts. Subject to the terms of the ABL/Bond Intercreditor Agreement, all amounts received in a Payment Account or such other account shall be applied (and allocated) by the Administrative Agent in accordance with Section 8.03. (bd) If If, at any time after the occurrence and during the continuance of a Cash Dominion Liquidity Event, any cash or cash equivalents Permitted Investments owned by any Loan Party (other than (i) an amount not to exceed $5,000,00015,000,000 in the Borrowers aggregate that is on deposit in a segregated DDA which the Borrower designates in writing to the Administrative Agent as being the “designated account,” (each such account, a “Designated Account” and collectively, the “Designated Accounts”), (ii) de minimis cash or Permitted Investments from time to time inadvertently misapplied by any Loan Party, (iii) deposit accounts the balance of which consists exclusively of (x) withheld income taxes and federal, state or local employment taxes, (y) amounts required to be paid over to an employee benefit plan; (iv) all segregated deposit accounts constituting proceeds (and the balance of Collateral which consists solely of funds set aside for the purpose of managing) disbursement, tax accounts, payroll accounts, and trust accounts, (v) local store accounts that are deposited swept at least weekly to Blocked Accounts and (vi) other accounts that are not swept at least weekly to a Blocked Account in which the aggregate amount on deposit in all such other accounts at any time may not exceed $5,000,000 $15,000,000 (such accounts referred to in clauses (i) through (vi) above, collectively, the “Excluded Accounts”)) are held in any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall be entitled to require the Borrowers applicable Loan Party to close such account and have all funds therein transferred to the Concentration Account or such a Blocked Account as the Agent may directAccount, and to cause all future deposits to be made to a Blocked Account. (ce) The Borrowers Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts without the Administrative Agent’s consent, subject to the applicable Loan Party’s prompt execution and delivery to the Administrative Agent of a Blocked Account Agreements Control Agreement with respect to any such DDA (other than any Excluded Account) established or acquired after the Closing Date consistent with the provisions of this Section 6.2.32.21 and so long as all deposits pursuant to Section 2.21(b) are at all times only made into accounts subject to a valid Blocked Account Agreement. The Administrative Agent shall execute any requested notice of termination to the Bank at which such closed Blocked Account has been maintained; provided that the Loan Parties provide to the Administrative Agent a Blocked Account Agreement for a replacement Blocked Account consistent with the provisions of this Section 2.21. For the avoidance of doubt, the Loan Parties may open or close Excluded Accounts at any time, without requirement of delivery of a Blocked Account Agreement. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (ef) So long as no Cash Dominion Liquidity Event as to which the Administrative Agent has occurrednotified the Borrower has occurred and is continuing, the Borrowers Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After For the occurrence avoidance of a Cash Dominion Event, whether or not any Obligations are then outstandingdoubt, the Borrowers Loan Parties may direct, and shall cause have sole control over, the ACH manner of disposition of funds in any Excluded Account or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Designated Account. (fg) In Any amounts (x) received in the event thatPayment Accounts (including all interest and other earnings with respect thereto, notwithstanding if any) at any time after the Termination Date or (y) that continue to be swept to the Payment Accounts after all Liquidity Events have been cured, if any, shall (subject, in the case of clause (x), to the provisions of this Section 6.2.3the ABL/Bond Intercreditor Agreement), after be remitted to the occurrence operating account of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust Borrower as specified by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the AgentBorrower.

Cash Receipts. After (a) Annexed hereto as Schedule 2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a Cash Dominion Eventcontact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to the Closing Date, the Borrowers shall (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (ii) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification") (and the Borrowers shall use commercially reasonable efforts to cause each such Credit Card Notification (or another form reasonably acceptable to the Administrative Agent) to be signed, acknowledged and agreed to by the applicable credit card clearinghouses and processors within fifteen (15) days after the Closing Date), and (iii) enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, unless a Cash Dominion Release Event has occurred and is continuing, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by the Borrowers from any Person or disposition from any source or on account of any Collateral, sale or other transaction or event (including, without limitation, any casualty and condemnation proceeds and proceeds from any equity issuances) (all such cash receipts and collections, "Cash Receipts"), to a concentration account maintained by the Collateral Agents at Fleet (the "FRF Concentration Account"). In that regard, unless a Cash Dominion Release Event has occurred and is continuing, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed (1) $20,000 with respect to the Borrowers' xxxxx cash accounts described on Schedule 2.22(a) as "Regional Checking Accounts" and (2) $5,000 with respect to any other DDA; and (B) the proceeds of all credit card charges (all such cash receipts not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, unless a Cash Dominion Release Event has occurred and proceedsis continuing, “Cash Receipts”), the Borrowers shall cause the ACH or wire transfer to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “FRF Concentration Account”), or (y) a no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.22, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, unless a Cash Dominion Release Event has occurred and is continuing, such proceeds and collections shall be held in trust by the Borrowers for the Administrative Agent may directand shall not be commingled with any of the Borrowers' other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (ad) The Borrowers shall accurately report to the Administrative Agent all amounts deposited in the Blocked Account Agreements shall requireAccounts to ensure the proper transfer of funds as set forth above. If at any time, after other than during the occurrence continuance of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Release Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Administrative Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. Without limiting the foregoing, unless a Cash Dominion Release Event has occurred and is continuing, the Borrowers shall cause all proceeds from the sale, transfer or such other disposition of any of their assets, all casualty and condemnation proceeds, all proceeds from equity issuances and the incurrence of Indebtedness for borrowed money (excluding Indebtedness permitted under Section 6.01(a) (other than Sections 6.01(a)(x) and 6.01(a)(xi)) to be deposited into a Blocked Account as the Agent may directand when received. (ce) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.22 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrowers may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.22(f). (g) The FRF Concentration Account is is, and shall remain remain, under the sole dominion and control of the AgentCollateral Agents. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.23(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (b) All cash receipts and other proceeds from the sale or disposition of any CollateralCollateral relating to the Loan Parties’ operations in the United States of America or Canada, as applicable, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”)) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America or Canada, as applicable. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America or Canada, as applicable (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. (xc) So long as no Cash Dominion Event has occurred and is continuing: (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts, the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day (or with respect to the Loan Parties situated in Canada, not less frequently than twice each week), provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) deliver to the Administrative Agent notifications (the “Credit Card Notifications”) substantially in the form of Exhibit G hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Borrower has no shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Borrower shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, (x) the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each business; and (y) so long as the Obligations have not been accelerated, the Loan Parties shall not be required to transfer or cause the transfer of any funds on deposit in any Canadian Blocked Account to any United States Blocked Account or the Concentration Account.; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.

Cash Receipts. After (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (b) All cash receipts and other proceeds from the sale or disposition of any CollateralCollateral relating to the Loan Parties’ operations in the United States of America or Canada, as applicable, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America or Canada, as applicable. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America or Canada, as applicable (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. (c) So long as no Cash Dominion Event has occurred and is continuing: (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts (including savings accounts), to (x) the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day (or with respect to the Loan Parties situated in Canada, not less frequently than twice each week), provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA (or in the case that such single DDA has multiple subaccounts, for any such subaccount) or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs (including all such subaccounts) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. For puproses of the calculation of the amount on deposit in any single DDA (or in any subaccount of a DDA), there shall be excluded any amounts for which an ACH transfer has been initiated but which transfer has not as yet been made in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such Borrower has depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) notifications (the “Credit Card Notifications”) substantially in the form of Exhibit F hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Loan Party shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Loan Party shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, (x) the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each business; and (y) so long as the Obligations have not been accelerated, the Loan Parties shall not be required to transfer or cause the transfer of any funds on deposit in any Canadian Blocked Account to any United States Blocked Account or the Concentration Account.; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.

Cash Receipts. After (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (b) All cash receipts and other proceeds from the sale or disposition of any CollateralCollateral relating to the Loan Parties’ operations in the United States of America or Canada, as applicable, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America or Canada, as applicable. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America or Canada, as applicable (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. (c) So long as no Cash Dominion Event has occurred and is continuing: (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts (including savings accounts), to (x) the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day (or with respect to the Loan Parties situated in Canada, not less frequently than twice each week), provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA (or in the case that such single DDA has multiple subaccounts, for any such subaccount) or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs (including all such subaccounts) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. For puproses of the calculation of the amount on deposit in any single DDA (or in any subaccount of a DDA), there shall be excluded any amounts for which an ACH transfer has been initiated but which transfer has not as yet been made in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such Borrower has depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) notifications (the “Credit Card Notifications”) substantially in the form of Exhibit F hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Loan Party shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Loan Party shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, (x) the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each business; and (y) so long as the Obligations have not been accelerated, the Loan Parties shall not be required to transfer or cause the transfer of any funds on deposit in any Canadian Blocked Account to any United States Blocked Account or the Concentration Account.; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.3,2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.

Cash Receipts. After (a) Annexed hereto as SCHEDULE 2.21(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto as SCHEDULE 2.21(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to the Closing Date, the Borrowers shall (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA NOTIFICATION"), and (ii) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "CREDIT CARD NOTIFICATION"), and (iii) entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c) (collectively, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence of a Default or Cash Dominion Control Event, the Borrowers shall cause the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by the Borrowers from any Person or disposition from any source or on account of any Collateralsale or other transaction or event (all such cash receipts and collections, including"CASH RECEIPTS"), without limitationto a concentration account maintained by the Collateral Agent at Fleet (the "FRF CONCENTRATION ACCOUNT"). In that regard, after the occurrence of a Default or Cash Control Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges (all such cash receipts and proceedsnot otherwise provided for pursuant hereto. Further, “Cash Receipts”), to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “Concentration Account”), whether or (y) a Blocked Account, as the Agent may direct. (a) The Blocked Account Agreements shall requirenot any Obligations are then outstanding, after the occurrence of a Default or Cash Dominion Control Event, the sweep on each Business Day of all Cash Receipts Borrowers shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject Blocked Account or to by the bank at which such other account as Blocked Account is maintained. In the Agent may direct. (b) If at any time event that, notwithstanding the provisions of 41 50 this Section 2.21, after the occurrence of a Default or Cash Dominion Control Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers' other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (d) The Borrowers shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time other than the times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.21 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrowers may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "FLEET DISBURSEMENT ACCOUNTS") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in SCHEDULE 2.21(f). (g) The FRF Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.22(a). (eh) So long as (i) no Default has occurred, and (ii) no Cash Dominion Control Event has occurred, daily, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, Effective upon the Agent’s instruction, notice to the Concentration Account of Lead Borrower from the then entire ledger balance of each Blocked Account. Collateral Agent (fx) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Default or (y) in the event of a Cash Dominion EventControl Event (which notice may be given by telephone if promptly confirmed in writing), the Borrowers receive FRF Concentration Account will, without any further action on the part of any Borrower or otherwise have the Collateral Agent convert into a closed account under the exclusive dominion and control of any the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. In such proceeds or collections of Collateralevent, all amounts in the FRF Concentration Account from time to time may be applied to the Obligations in such proceeds order and collections shall be held manner as provided in trust by Section 2.22 hereof, and the Borrowers for the Administrative Agent and may, in its discretion, but shall not be commingled with obligated to, transfer any of amounts in the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by FRF Concentration Account to the AgentFleet Disbursement Accounts.

Cash Receipts. After (a) Annexed hereto as Schedule 2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to a Borrower of the proceeds of all credit card charges for sales by a Borrower. (c) On or prior to the Effective Date, the Lead Borrower shall (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent’s interest in such DDA (each, a “DDA Notification”), such DDA Notifications to be held in escrow by the Administrative Agent until the occurrence of a Cash Dominion Event, at which time the Borrowers shall cause Administrative Agent may, in its discretion, forward such DDA Notifications to the sweep on applicable institutions, and (ii) deliver to the Administrative Agent agreements executed with each Business Day of all available cash receipts and other proceeds from the sale or disposition of any Collateral, including, without limitation, the proceeds of all each Borrower’s credit card charges clearinghouses and processors in form satisfactory to the Administrative Agent, (all such cash receipts and proceedseach, a “Cash ReceiptsCredit Card Agreement”), to and (xiii) a concentration account maintained by enter into agency agreements with the Agent at Bank of Americabanks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, N.A. the “Blocked Accounts”), which agreements (the “Concentration AccountBlocked Account Agreements”)) shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, or (y) a Blocked Account, as the Agent may direct. (a) The Credit Card Agreements and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by any Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, “Cash Receipts Receipts”), to a concentration account maintained by the Collateral Agent at Bank of America (the “Bank of America Concentration Account or to such other account as the Agent may direct. (b) If at any time Account”). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the Bank of America Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $2,500, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Bank of America Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.22, any Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Borrower for the Administrative Agent and shall not be commingled with any of any Borrower’s other funds or deposited in any account of any Borrower and shall either be promptly deposited into a Blocked Account or the Bank of America Concentration Account, or dealt with in such other fashion as the Lead Borrower may be instructed by the Administrative Agent. (d) The Lead Borrower shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts (other than any such amounts deposited with Bank of America) to ensure the proper transfer of funds as set forth above. If at any time other than the times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral any Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers such Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Bank of America and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.22 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers may not maintain any bank accounts (other than accounts that in the aggregate have balances of $2,500 or less) or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrowers shall also maintain with the Administrative Agent at Bank of America one or more disbursement accounts (the “Bank of America Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.22(f). (g) The Bank of America Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each Borrower acknowledges The Borrowers acknowledge and agrees that agree that, subject to the provisions of the next to last sentence of Section 2.23(a), (i) such Borrower has the Borrowers have no right of withdrawal from the Bank of America Concentration Account, (ii) the funds on deposit in the Bank of America Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Bank of America Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.23(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) Annexed hereto as Schedule 2.23(a) is a list of all present DDAs maintained by the Borrowers, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.23(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to the Closing Date, the Borrowers shall: (i) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution identified on Schedule 2.23(a) in form and substance reasonably satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"). The DDA Notifications shall be held in escrow by the Administrative Agent until the occurrence of a Cash Dominion Event, at which time the Administrative Agent may, in its discretion, forward such DDA Notifications to the applicable institutions, (ii) have entered into a Blocked Account Agreement with Wachovia with respect to the Wachovia Concentration Account (Account No.2055275431509) (the "Wachovia Concentration Account") in form and substance reasonably satisfactory to the Administrative Agent (the "Wachovia Blocked Account Agreement"), and (iii) deliver to the Administrative Agent an agreement (the "Credit Card Agreements") executed on behalf of the Borrowers with Fifth Third and each of the Borrowers' other major credit card processors (other than FNANB) in form and substance reasonably satisfactory to the Administrative Agent. (d) The DDA Notifications and the Credit Card Agreements shall cause require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition of any Collateral, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “"Cash Receipts”"), (and with respect to institutions which maintain a DDA, net of a minimum balance not to exceed $10,000) to (x) a concentration account maintained by the Collateral Agent at Bank of America, N.A. Fleet (the “"FRF Concentration Account”"), (y) the Wachovia Concentration Account, or (yz) a Blocked Account, as the Administrative Agent may direct. (ae) The Blocked Account Agreements Borrowers shall require, after cause FNANB to forward all proceeds of all credit card charges owed to the Borrowers and other proceeds of Collateral to the Wachovia Concentration Account. Prior to the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts FNANB may deduct from such proceeds any amounts due to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned FNANB by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, remit the Agent shall require the Borrowers to close such account and have all funds therein transferred net amount to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Wachovia Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause FNANB to remit the ACH or wire transfer, upon gross amounts due the Agent’s instruction, Borrowers to the Wachovia Concentration Account Account, without deduction or offset, except as provided in Section 6.01 and the first sentence of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.7.02

Cash Receipts. After ​ (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. ​ (b) All cash receipts and other proceeds from the sale or disposition of any Collateral, Collateral relating to the Loan Parties’ operations in the United States of America including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. ​ (c) So long as no Cash Dominion Event has occurred and is continuing: ​ (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts (including savings accounts), to (x) the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day, provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA (or in the case that such single DDA has multiple subaccounts, for any such subaccount) or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs (including all such subaccounts) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. For purposes of the calculation of the amount on deposit in any single DDA (or in any subaccount of a DDA), there shall be excluded any amounts for which an ACH transfer has been initiated but which transfer has not as yet been made in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: ​ (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such Borrower has depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) notifications (the “Credit Card Notifications”) substantially in the form of Exhibit F hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Loan Party shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Loan Party shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; ​ (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each Blocked Account.business; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.. ​

Cash Receipts. After (a) The Collateral Agent shall maintain account number 5045183372 at Bank of America (the occurrence “Concentration Account”). Subject to the rights of a the Loan Parties set forth below during any period during which no Cash Dominion EventEvent has occurred and is continuing, the Borrowers Concentration Account is and shall cause remain, under the sweep on each Business Day sole dominion and control of all available the Collateral Agent. The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (b) All cash receipts and other proceeds from the sale or disposition of any CollateralCollateral relating to the Loan Parties’ operations in the United States of America or Canada, as applicable, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”)) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America or Canada, as applicable. Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America or Canada, as applicable (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account. (xc) So long as no Cash Dominion Event has occurred and is continuing: (i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts, the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a concentration account maintained by the Agent at Bank closure of America, N.A. (the “Concentration Account”), or (y) a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and (ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day (or with respect to the Loan Parties situated in Canada, not less frequently than twice each week), provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent may directin its Permitted Discretion determines) for any single DDA or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business. (ad) The Blocked Account Agreements shall require, after After the occurrence and during the continuation of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct.: (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such Borrower has depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) notifications (the “Credit Card Notifications”) substantially in the form of Exhibit F hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors; (ii) (x) no Loan Party shall have any access to or right of withdrawal from the Concentration Account, (iiy) upon notice to a Blocked Account Bank, no Loan Party shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable.2.24; (eiii) So long as no Cash Dominion Event has occurredupon the Administrative Agent’s instruction, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, (x) the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the then entire ledger balance Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of each business; and (y) so long as the Obligations have not been accelerated, the Loan Parties shall not be required to transfer or cause the transfer of any funds on deposit in any Canadian Blocked Account to any United States Blocked Account or the Concentration Account.; and (fiv) In in the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event2.23, the Borrowers Loan Parties receive or otherwise have dominion and control of any such proceeds or collections of Collateralcollections, such proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the BorrowersLoan Parties’ other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent.

Cash Receipts. After (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a Cash Dominion Eventcontact person at such depository. (b) Annexed hereto as Schedule 2.21(b) is a list describing all arrangements to which any Loan Party is a party with respect to the payment to any Loan Party of the proceeds of all credit card charges for sales by any Loan Party. (c) The Loan Parties shall (i) deliver to the Administrative Agent, within ten (10) days after entry of the Interim Borrowing Order, notifications executed on behalf of the Loan Parties to each depository institution with which any DDA is maintained (other than DDAs which receive solely Non-Concentrated Proceeds) in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (ii) deliver to the Administrative Agent, within five (5) days after entry of the Interim Borrowing Order, notifications executed on behalf of the Loan Parties to each of the Loan Party's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) prior to the Closing Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c) (collectively, the Borrowers "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall cause be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by the Loan Parties from any Person or disposition from any source or on account of any Collateralsale or other transaction or event, includingexcluding only the proceeds of the Loans and the Non-Concentrated Proceeds (all such non-excluded cash receipts and collections, without limitation"Cash Receipts"), to a concentration account maintained by the Collateral Agent at Fleet (the "FRF Concentration Account"). In that regard, the Loan Parties shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA (other than DDAs which receive solely Non-Concentrated Proceeds), each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto, provided that the Administrative Agent agrees that for a period not to exceed fifteen (all 15) days from the date of entry of the Interim Borrowing Order, funds from the DDAs and proceeds of credit card charges may be transferred to the existing SunTrust Master Account as long as the Loan Parties account for and disburse such cash receipts funds and proceeds, “Cash Receipts”proceeds in accordance with the provisions of Section 2.21(g), and further provided that the Loan Parties shall not, at any time, be liable for any failure to (x) transfer the contents of any DDA daily as provided herein, if such failure is occasioned by a concentration account maintained by technological or systems defect not within the Agent at Bank control of Americathe Loan Parties. Further, N.A. (whether or not any Obligations are then outstanding, the “Loan Parties shall cause the ACH or wire transfer to the FRF Concentration Account”), or (y) a no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed the amounts set forth in Schedule 2.21(c). In the event that, notwithstanding the provisions of this Section 2.21, the Loan Parties receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Loan Parties for the Administrative Agent and shall not be commingled with any of the Loan Parties' other funds or deposited in any account of any Loan Party other than as instructed by the Agent may directAdministrative Agent. (ad) The Blocked Account Agreements Loan Parties shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts accurately report to the Concentration Account or Administrative Agent all amounts deposited in the Blocked Accounts to such other account ensure the proper transfer of funds as the Agent may direct. (b) set forth above. If at any time after other than the occurrence of a Cash Dominion Event, times set forth above any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral Loan Parties are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein(other than DDAs into which solely Non-Concentrated Proceeds are deposited), the Administrative Agent shall require the Borrowers Loan Parties to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers Loan Parties may request that the Administrative Agent close DDAs or Blocked Accounts and/or open new DDAs or Blocked AccountsAccounts (or, in either case, permit the Loan Parties to do so), subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.32.21 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Loan Parties may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Loan Parties may also maintain one or more disbursement accounts (the "Disbursement Accounts") to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder; provided that the Loan Parties deliver a DDA Notification for each such Disbursement Account, and further provided that the amount on deposit in any such Disbursement Account shall at no time exceed the amounts required to be maintained in the Disbursement Account by the depository bank and amounts reasonably anticipated to be required to fund operating expenses for the subsequent five (5) day period. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.21(f). (g) The Loan Parties shall also maintain one or more DDAs into which only the Non-Concentrated Proceeds shall be deposited. Any Non-Concentrated Proceeds deposited into any DDA into which any Cash Receipts or any proceeds of any other Collateral are deposited shall be forwarded daily to a Blocked Account or to the FRF Concentration Account is and, within one (1) Business Day thereafter, the Loan Parties shall redirect, or cause to be redirected, such Non-Concentrated Proceeds from the Blocked Account to a DDA into which only the Non-Concentrated Proceeds shall be deposited, to the end that the Blocked Account shall thereupon contain only Cash Receipts and any proceeds of any other Collateral (which Cash Receipts and other proceeds shall be forwarded to the FRF Concentration Account as provided in Section 2.21(c)). The Loan Parties shall furnish the Administrative Agent with an accounting daily of all deposits made into each DDA (including DDAs into which the Non-Concentrated Proceeds are deposited) and to the Blocked Account, setting forth in reasonable detail the portion of each such deposit which constituted Non-Concentrated Proceeds and the portion which constituted Cash Receipts and any proceeds of any other Collateral. (h) The FRF Concentration Account is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each Borrower Loan Party acknowledges and agrees that (i) such Borrower Loan Party has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.22(a). (ei) So long as no Cash Dominion Event has occurredDaily, the Borrowers may direct, and Collateral Agent shall have sole control over, the manner of disposition of its promptly apply funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the FRF Concentration Account in reduction of the then entire ledger balance of each Blocked AccountObligations (in the manner set forth in Section 2.22 hereof). (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After the occurrence of Annexed hereto as Schedule 2.23(a) is a Cash Dominion Event, the Borrowers shall cause the sweep on each Business Day list of all available cash receipts present DDAs, which Schedule includes, with respect to each depository (i) the name and other proceeds from address of that depository; (ii) the sale or disposition account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. Annexed hereto as Schedule 2.23(b) is a list describing all arrangements to which the Borrower is a party with respect to the payment to the Borrower of any Collateral, including, without limitation, the proceeds of all credit card charges for sales by the Borrower. The Borrower shall (all i) deliver to the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such cash receipts DDA (each, a "DDA Notification") within thirty (30) days after the Closing Date, and proceeds(ii) deliver to the Administrative Agent on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, “Cash Receipts”(each, a "Credit Card Notification"), to and (xiii) a concentration account maintained by within thirty (30) days after the Agent at Bank of AmericaClosing Date, N.A. enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.23(c) (collectively, the "Blocked Accounts"), which agreements (the “Concentration Account”)"Blocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, or (y) a Blocked Account, as the Agent may direct. (a) The Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, "Cash Receipts Receipts"), to a concentration account maintained by the Collateral Agent at Fleet (the "FRF Concentration Account"). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other account fashion as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until a Cash Dominion Event has occurred and has not been discontinued, the Borrower shall have full control and dominion over, and may use, any and all cash and Cash Receipts as the Borrower may determine in its sole discretion and shall not be required to deposit or transfer, or cause to be deposited or transferred, any cash or Cash Receipts into the FRF Concentration Account. The Borrower shall accurately report to the Administrative Agent may direct. (b) all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may direct. (c) which is subject to a Blocked Account Agreement. The Borrowers Borrower may close Blocked Accounts and/or DDAs upon prior written notice to the Administrative Agent and may open new Blocked AccountsDDAs by providing the Administrative Agent written notice thereof, subject to together with a copy of the execution and delivery to appropriate DDA Notification for the Agent of Blocked Account Agreements new depository consistent with the provisions of this Section 6.2.3. 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Account and may open new Blocked Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (dthe "Fleet Disbursement Accounts") to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each The Borrower acknowledges and agrees that (i) such the Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable2.24(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) The Borrower and the occurrence of a Cash Dominion EventAdministrative Agent shall upon the Closing Date enter into an agency agreement with Chase, with respect to its concentration account at Chase contemplated by the Chase Credit Facility (the "CHASE CONCENTRATION ACCOUNT"), and with the banks maintaining the deposit accounts identified on Schedule 3.11(b) (collectively with the Chase Concentration Account, the Borrowers "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall cause be in form and substance satisfactory to the Administrative Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts and other proceeds from the sale of Inventory and other assets (except as set forth in Sections 2.13(c) and 2.13(h)), all collections of Receivables and other accounts, and all other cash payments received by the Borrower or disposition any Guarantor from any Person or from any source or on account of any Collateralsale or other transaction or event, including, without limitation, except only the proceeds of all credit card charges the Loans (all such non-excluded cash receipts and proceedscollections, “Cash Receipts”"CASH RECEIPTS"), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11 (b) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to (x) a concentration account maintained by the Administrative Agent at Bank of America, N.A. BBNA (the “"BBNA CONCENTRATION ACCOUNT") (or to the Chase Concentration Account”, provided that Chase has agreed in writing with the Administrative Agent to promptly forward all such funds to the BBNA Concentration Account), or (y) a Blocked Account, as the Agent may direct. (a) The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all . All Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are shall be deposited to any account, or held or invested in any manner, otherwise than in into a Blocked Account that is subject to a Blocked Account Agreement as required herein, or the Agent shall require the Borrowers to close such account and have all funds therein transferred to the BBNA Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent in accordance with the provisions of this Section 6.2.3Borrower's customary cash deposit procedures outlined in Schedule 2. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) Use commercially reasonable efforts to enter into, as soon as possible after the Effective Date, an effective account control agreement (a “Deposit Account Control Agreement”) with each Approved Account Bank, in each case in substantially the form attached as Exhibit VI to the Security Agreement or otherwise in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Deposit Account in which funds of any of the Loan Parties are deposited (including those existing as of the Effective Date and listed on Schedule 8.12 attached hereto, and excluding, for the avoidance of doubt, the Asset Sale Proceeds Pledged Account, xxxxx cash, payroll, trust and tax withholding accounts); provided that each Loan Party may maintain credit balances in other accounts, in each case that are not Approved Deposit Accounts, so long as the aggregate balance in all such other accounts does not exceed $5,000,000 (such amount, the “Excluded Amount”); provided further that, if on or prior to ninety (90) days after the Effective Date (or such longer period following such date as the Administrative Agent may agree in its reasonable discretion), the Borrower shall not have entered into a Deposit Account Control Agreement with respect to any Deposit Account required to be subject to a Deposit Account Control Agreement under this Section 8.12(a), such Deposit Account shall be closed and all funds therein transferred to a Deposit Account at the Administrative Agent, an Affiliate of the Administrative Agent, or another financial institution reasonably acceptable to the Administrative Agent that will execute a Deposit Account Control Agreement. Notwithstanding anything in this section to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit Account acquired by a Loan Party in connection with a Permitted Acquisition prior to the date that is ninety (90) days (or such later date as the Administrative Agent may agree) following the consummation of such Permitted Acquisition. (b) Each Loan Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account, (ii) deposit in an Approved Deposit Account promptly upon receipt all Cash Receipts (as defined below) received by any Loan Party from any other Person, (iii) deliver to the Administrative Agent, within thirty (30) Business Days following the Effective Date, Credit Card Notifications and (iv) instruct each depository institution for a Deposit Account to cause all amounts on deposit and available at the close of each Business Day in such Deposit Account (other than balances constituting the Excluded Amount) to be swept to one of the Loan Parties’ concentration accounts no less frequently than on a daily basis, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent. (c) Each Credit Card Notification and Deposit Account Control Agreement (and, in the case of clause (iii) below, Securities Account Control Agreement) shall require (in each case, without further consent of the Loan Parties), and the Loan Parties shall cause, after the occurrence and during the continuance of a Cash Dominion EventPeriod and subject to the ABL Intercreditor Agreement, the Borrowers shall cause ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition of any Collateral, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”), to (x) a concentration account maintained by, in the name of and under the sole dominion and control of the Administrative Agent and identified by the Administrative Agent at Bank of America, N.A. to the Borrower from time to time (the “Concentration Account”), of all cash receipts and collections, including the following (collectively, the “Cash Receipts”): (i) all available cash receipts from the sale of Inventory and other Current Asset Collateral or casualty insurance proceeds arising from any of the foregoing; (yii) a Blocked all proceeds of collections of Accounts (including, without limitation, Credit Card Receivables); (iii) the then contents of each Approved Deposit Account and each Approved Securities Account (in each case, net of any minimum balance as may be required to be kept in the subject Deposit Account or Securities Account, as the Agent case may direct.be, by the institution at which such Deposit Account or Securities Account, as applicable, is maintained); and (aiv) The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day cash proceeds of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Borrowers to close such account and have all funds therein transferred to the Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent with the provisions of this Section 6.2.3credit card charges. (d) The Concentration Account is and shall remain at all times be under the sole dominion and control of the Administrative Agent. Each Borrower acknowledges The Loan Parties hereby acknowledge and agrees agree that (i) such Borrower has the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to at all times be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 this Agreement. In the event that, notwithstanding the provisions of this Section, during the continuation of any Cash Dominion Period, any Loan Party receives or Section 3.4otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as applicablesuch Loan Party may be instructed by the Administrative Agent. (e) So long as no Cash Dominion Event has occurredPeriod (or, in the case of a Qualified Cash Securities Account, Qualified Cash Trigger Period) is continuing, the Borrowers Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Approved Securities Accounts and Approved Deposit Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In Any amounts received in the event thatConcentration Account at any time when no Cash Dominion Period (or, notwithstanding in the provisions of this Section 6.2.3, after the occurrence case of a Qualified Cash Dominion EventSecurities Account, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.Qualified Cash

Cash Receipts. After the occurrence of (a) Annexed hereto as Schedule 2.22(a) is a Cash Dominion Event, the Borrowers shall cause the sweep on each Business Day list of all available cash receipts present DDAs, which Schedule includes, with respect to each depository (i) the name and other proceeds from address of that depository; (ii) the sale or disposition account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which the Borrower is a party with respect to the payment to the Borrower of any Collateral, including, without limitation, the proceeds of all credit card charges for sales by the Borrower. (all c) On or prior to the Closing Date, the Borrower shall (i) deliver to the Collateral Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form reasonably satisfactory to the Collateral Agent, of the Collateral Agent’s interest in such cash receipts and proceedsDDA (each, a “Cash ReceiptsDDA Notification”), and (ii) deliver to the Collateral Agent notifications to each of the Borrower’s credit card clearinghouses and processors of notice in form reasonably satisfactory to the Collateral Agent, (xeach, a “Credit Card Notification”), and (iii) a concentration account maintained by enter into agency agreements with the Agent at Bank of Americabanks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, N.A. the “Blocked Accounts”), which agreements (the “Concentration AccountBlocked Account Agreements”)) shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, or (y) a Blocked Account, as the Agent may direct. (a) The Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts from the sale of Inventory and other Collateral, all collections of Accounts, and all other cash payments received by the Borrower from any Person or from any source or on account of any sale or other transaction or event relating to the Collateral (all such cash receipts and collections, “Cash Receipts Receipts”), to a concentration account maintained by the Collateral Agent at Fleet (the “Concentration Account”). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $2,500 (or such greater amount which is unintentionally not so transferred by the Borrower but which is to be transferred to a Blocked Account or the Concentration Account on the subsequent Business Day), as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this SECTION 2.22, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower’s other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such other account fashion as the Agent Borrower may directbe instructed by the Administrative Agent. (bd) At the Administrative Agent’s request, the Borrower shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account or such Administrative Agent at Fleet and all future deposits made to a Blocked Account as the Agent may directwhich is subject to a Blocked Account Agreement. (ce) The Borrowers Borrower may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.3SECTION 2.22 and otherwise reasonably satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrower may not maintain any bank accounts (other than accounts that in the aggregate have balances of $2,500 or less) or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrower may also maintain with the Administrative Agent at Fleet or Bank of America one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.22(f). (g) The Concentration Account is is, and shall remain remain, under the sole dominion and control of the Collateral Agent. Each The Borrower acknowledges and agrees that (i) such the Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicableSECTION 2.23(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) On or prior to the occurrence of a Cash Dominion EventClosing Date, the Borrowers Borrower and the Administrative Agent shall cause have entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 3.11(b) (collectively, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be in form and substance satisfactory to the Administrative Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or disposition any Guarantor from any Person or from any source or on account of any Collateralsale or other transaction or event, including, without limitation, except only the proceeds of all credit card charges the Loans (all such non-excluded cash receipts and proceedscollections, “Cash Receipts”"CASH RECEIPTS"), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11 (b) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to (x) a concentration account maintained by the Administrative Agent at Bank of America, N.A. BBNA (the “Concentration Account”"BBNA CONCENTRATION ACCOUNT"), or (y) a Blocked Account, as the Agent may direct. (a) The Blocked Account Agreements shall require, after the occurrence of a Cash Dominion Event, the sweep on each Business Day of all . All Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are shall be deposited to any account, or held or invested in any manner, otherwise than in into a Blocked Account that is subject to a Blocked Account Agreement as required herein, or the Agent shall require the Borrowers to close such account and have all funds therein transferred to the BBNA Concentration Account or such Blocked Account as the Agent may direct. (c) The Borrowers may close Blocked Accounts and/or open new Blocked Accounts, subject to the execution and delivery to the Agent of Blocked Account Agreements consistent in accordance with the provisions of this Section 6.2.3Borrower's customary cash deposit procedures outlined in Schedule 2. (d) The Concentration Account is and shall remain under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicable. (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.

Cash Receipts. After (a) Annexed hereto as Schedule 2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the occurrence name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a Cash Dominion Eventcontact person at such depository. (b) Annexed hereto as Schedule 2.22(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to the Closing Date, the Borrowers shall cause have (i) delivered to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (ii) delivered to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.22(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, unless a Cash Dominion Release Event has occurred and is continuing, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, and all other cash payments received by the Borrowers from any Person or disposition from any source or on account of any Collateral, sale or other transaction or event (including, without limitation, any casualty and condemnation proceeds and proceeds from any equity issuances) (all such cash receipts and collections, "Cash Receipts"), to a concentration account maintained by the Collateral Agents at Bank of America (the "FRG Concentration Account"). In that regard, unless a Cash Dominion Release Event has occurred and is continuing, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRG Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed (1) $20,000 with respect to the Borrowers' xxxxx cash accounts described on Schedule 2.22(a) as "Regional Checking Accounts" and (2) $5,000 with respect to any other DDA; and (B) the proceeds of all credit card charges (all such cash receipts not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, unless a Cash Dominion Release Event has occurred and proceedsis continuing, “Cash Receipts”), the Borrowers shall cause the ACH or wire transfer to (x) a concentration account maintained by the Agent at Bank of America, N.A. (the “FRG Concentration Account”), or (y) a no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this SECTION 2.22, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, unless a Cash Dominion Release Event has occurred and is continuing, such proceeds and collections shall be held in trust by the Borrowers for the Administrative Agent may directand shall not be commingled with any of the Borrowers' other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (ad) The Borrowers shall accurately report to the Administrative Agent all amounts deposited in the Blocked Account Agreements shall requireAccounts to ensure the proper transfer of funds as set forth above. If at any time, after other than during the occurrence continuance of a Cash Dominion Event, the sweep on each Business Day of all Cash Receipts to the Concentration Account or to such other account as the Agent may direct. (b) If at any time after the occurrence of a Cash Dominion Release Event, any cash or cash equivalents owned by the Borrowers and constituting proceeds of Collateral are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required hereinAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Administrative Agent at Bank of America and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. Without limiting the foregoing, unless a Cash Dominion Release Event has occurred and is continuing, the Borrowers shall cause all proceeds from the sale, transfer or such other disposition of any of their assets, all casualty and condemnation proceeds, all proceeds from equity issuances and the incurrence of Indebtedness for borrowed money (excluding Indebtedness permitted under SECTION 6.01(a) (other than SECTION 6.01(a)(x)) to be deposited into a Blocked Account as the Agent may directand when received. (ce) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 6.2.3SECTION 2.22 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers may not maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein. (df) The Borrowers may also maintain with the Administrative Agent at Bank of America one or more disbursement accounts (the "Bank of America Disbursement Accounts") to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.22(f). (g) The FRG Concentration Account is is, and shall remain remain, under the sole dominion and control of the AgentCollateral Agents. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the FRG Concentration Account, (ii) the funds on deposit in the FRG Concentration Account shall continue to be collateral security for all of the Obligations, Obligations and (iii) the funds on deposit in the FRG Concentration Account shall be applied as provided in Section 3.2.6 or Section 3.4, as applicableSECTION 2.23(a). (e) So long as no Cash Dominion Event has occurred, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the Blocked Accounts. After the occurrence of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Concentration Account of the then entire ledger balance of each Blocked Account. (f) In the event that, notwithstanding the provisions of this Section 6.2.3, after the occurrence of a Cash Dominion Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent.