Common use of Cash Receipts Clause in Contracts

Cash Receipts. (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. (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(c), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereof.

Cash Receipts. (a) Annexed hereto Use commercially reasonable efforts to enter into, 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 soon 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. (i) Within sixty (60) days possible after the Effective Date, an effective account control agreement (Aa “Deposit Account Control Agreement”) with each Approved Account Bank, in each case in substantially the Subsidiary Borrowers shall deliver form attached as Exhibit VI to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter 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 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) (collectively, the “Material Bank Accounts”); provided that each Loan Party may maintain credit balances in Store Accounts or other accounts, in each case that are not Approved Deposit Accounts, so long as the aggregate balance in all such Store Accounts and other accounts does not exceed $7,500,000 (such amount, the “Excluded Amount”); provided further that, if on or prior to ninety (90) days after the Effective Date (or such longer period (up to not greater than sixty (60) additional days) following such date as the Administrative Agent may agree in its sole 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 (2) if the Subsidiary Borrowers are unable to enter into Blocked another financial institution that has executed a Deposit Account Agreements Control Agreement. Notwithstanding anything in form reasonably satisfactory this section to the Agent with any of the banks identified on Schedule 2.21(c)contrary, the Subsidiary Borrowers provisions of this Section 8.12(a) shall (I) provide the Agent with evidence, reasonably satisfactory not apply to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement any Deposit Accounts") with Account acquired by a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) Loan Party in connection with a Permitted Acquisition prior to the foregoingdate 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, provide the Agent with or to continue to make payment, to an amended Schedule 2.21(c) reflecting the Replacement Approved Deposit AccountsAccount, and (ii) on or before 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, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications"Notifications and (iv) executed instruct each depository institution for a Deposit Account to cause all amounts on behalf 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 Subsidiary Borrowers 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, 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 their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"Loan Parties), (B) have entered into a Blocked Account Agreement with respect to and the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) Loan Parties shall requirecause, after the occurrence and during the continuance of an Event of Default or a Cash Control EventDominion Period and subject to the Intercreditor Agreement, the sweep on each Business Day of all available cash receipts ACH or wire transfer no less frequently than daily (and other proceeds from whether or not there are then any outstanding Obligations) to the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth aboveby, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds name of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan Concentration Account is, and shall remain, under the sole dominion and control of the Administrative Agent at Bank of America (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; (ii) 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 case may be, by the institution at which such Deposit Account or Securities Account, as applicable, is maintained); and (iv) the cash proceeds of all credit card charges. (d) The Concentration Account shall 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such daythis Agreement. In the event that, notwithstanding the provisions of this Section 2.21Section, after during the occurrence continuation of an Event of Default or any Cash Control EventDominion Period, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Agent and Administrative Agent, shall not be commingled with any of the Borrowers' such Loan Party’s other funds or deposited in any account of any Borrower 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 than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon notice to . (e) So long as no Cash Dominion Period (or, in the Lead Borrower from the Agentcase of a Qualified Cash Securities Account, after the occurrence and during the continuation of an Event of Default (including, without limitationQualified Cash Trigger Period) is continuing, the failure Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Borrowers to comply with Approved Securities Accounts and Approved Deposit Accounts. (f) Any amounts received in the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, Concentration Account at any time thereafterwhen no Cash Dominion Period (or, deliver in the DDA Notificationscase of a Qualified Cash Securities Account, Qualified Cash Trigger Period) is continuing or all of the Credit Card Notifications and the DNB Notifications Obligations have been paid in full shall be remitted to the addressees thereofoperating account of the Loan Parties maintained with the Administrative Agent or to an operating account otherwise designated by the Borrower. (g) The Administrative Agent shall promptly (but in any event within one (1) Business Day) furnish written notice to each Approved Account Bank and each Approved Securities Intermediary, and (ii) the DDA Accountsas applicable, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower termination of a Cash Dominion Period or the Agent convert into (if a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store ProceedsCash Dominion Period does not otherwise exist) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereofa Qualified Cash Trigger Period.

Cash Receipts. (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. The Borrower shall use its best efforts to close all DDAs listed as "inactive" on Schedule 2.21(a) within thirty days after the Closing Date, and shall in any event close all such accounts within sixty days after the Closing Date. (b) Annexed hereto as Schedule 2.21(b) is a list describing all arrangements to which any Borrower Loan Party is a party with respect to the payment to any Borrower Loan Party of the proceeds of all credit card charges for sales by any BorrowerLoan Party. (c) On or prior to the Closing Date, the Borrower shall have (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver delivered to the Administrative Agent notifications executed on behalf of the Subsidiary Borrowers Loan Parties to each 49depository depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (Bii) delivered to the Subsidiary Borrowers shall either Administrative Agent 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, (1each, a "Credit Card Notification"), and (iii) enter 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 51 substance reasonably satisfactory to the Administrative Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(c), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, require the sweep on each Business Day of all available cash receipts and other proceeds from the sale of InventoryInventory and other assets, includingall collections of Accounts, without limitationand all other cash payments received by the Borrower or any other Loan Party from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of all credit card charges the Loans (all such non-excluded cash receipts and proceedscollections, "Cash Receipts"), to a concentration account maintained by the Collateral Agent at JPMorgan BBNA (i.e. Account No 801-805236) the "JPMorgan BBRF Concentration Account"). In that regard, the Borrower shall cause the ACH or wire transfer to a Blocked 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 $2,000.00, 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 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 BBRF 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 $2,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.21, 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 or any other Loan Party other than as instructed by the Administrative Agent. (d) 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 other than the times set forth above, above any cash or cash equivalents owned by the Subsidiary Borrowers Borrower or any other Loan 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 require the Subsidiary Borrowers Borrower to close such account and have all funds therein transferred to an account maintained by the Administrative Agent at JPMorgan BBNA and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers Borrower 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 Borrower 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 2.212.21 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers Borrower and the other Loan Parties may not maintain any bank accounts or enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to other than the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Accountones expressly contemplated herein. (f) The JPMorgan Borrower may also maintain 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; provided that the Borrower delivers 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 sums set forth on Schedule 2.21(f). The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.21(f). (g) The BBRF Concentration Account is, and shall 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 JPMorgan BBRF Concentration Account, (ii) the funds on deposit in the JPMorgan BBRF Concentration Account shall continue to be collateral security for all of the Obligations and (iii) upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent's election, the funds on deposit in the JPMorgan BBRF Concentration Account shall be applied as provided in Section 2.222.22(a). (gh) So long as (iy) no Event of Default has occurred and is continuingoccurred, and (iiz) no Cash Control Restriction Event (as defined below) has occurred and is continuingoccurred, daily, the Borrowers may direct, and Collateral Agent shall have sole control over, promptly either remit any funds on deposit in the manner of disposition of its BBRF Concentration Account to a Disbursement Account or apply funds in the DDA Accounts and Blocked AccountsBBRF Concentration Account in reduction of the Obligations (in the manner set forth in Section 2.22 hereof) as the Borrower may direct. After the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or Effective upon notice to the JPMorgan Concentration Account, no less frequently than daily Borrower from the Collateral Agent (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in fulli) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or (ii) in the event that Excess Availability is not at least $30,000,000 ("Cash Control Restriction 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)") (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan BBRF Concentration Account will, without any further action on the part of any Borrower Loan Party or the Collateral Agent convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. In such event, all amounts in the JPMorgan BBRF Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereof, and the Administrative Agent may, in its discretion, but shall not be obligated to, transfer any amounts in the BBRF Concentration Account to the Disbursement Accounts. (i) Notwithstanding anything to the contrary contained in this Section 2.21, the Loan Parties may maintain their existing concentration account at The Chase Manhattan Bank (the "Chase Concentration Account") through April 7, 1999 (at which time such account shall have been closed and the Loan Parties must solely utilize the BBRF Concentration Account), subject to the Administrative Agent's receipt of a satisfactory Blocked Account Agreement from said bank. During the time that the Loan Parties are utilizing the Chase Concentration Account, the daily ACH or wire transfer of the then entire ledger balance of each Blocked Account shall be made to the Chase Concentration Account and such amounts (subject to the retention of such reserves as the Administrative Agent and The Chase Manhattan Bank may agree) shall thereupon be transferred by ACH or wire transfer to the BBRF Concentration Account and applied as set forth herein.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAsUse commercially reasonable efforts to enter into, 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. (i) Within sixty (60) days promptly after the Effective Closing Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to Approved Control Arrangements with each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers Approved Account Bank, in form satisfactory to the Agent, of the Agent's interest in such DDA (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter 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 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 (290) if days after the Subsidiary Borrowers are unable 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 Blocked Account Agreements an Approved Control Arrangement. Notwithstanding anything in form reasonably satisfactory this section to the Agent with any of the banks identified on Schedule 2.21(c)contrary, the Subsidiary Borrowers provisions of this Section 8.12(a) shall (I) provide the Agent with evidence, reasonably satisfactory not apply to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement any Deposit Accounts") with Account acquired by a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) Loan Party in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver a Permitted Acquisition prior to the date that is ninety (90) days (or such later date as the Administrative Agent notifications (may agree) following the "Credit Card Notifications") executed on behalf consummation of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account")Permitted Acquisition. (db) If The Loan Parties may open or close Deposit Accounts or Material Deposit Accounts and, at any time other than prior to the times set forth abovecommencement of any Cash Dominion Period, subject, in the case of the opening of any cash or cash equivalents owned Material Deposit Account, to the establishment of Approved Control Arrangements with respect thereto (unless expressly waived by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (eAdministrative Agent) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account8.12. (fc) The JPMorgan Concentration Account is, and Each Loan Party shall remain, under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right instruct each Account Debtor or other Person located in the United States obligated to make a payment to any of withdrawal from the JPMorgan Concentration them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account, (ii) the funds on deposit in (A) a Store Account all Cash Receipts received in the JPMorgan Concentration Stores, and (B) an Approved Deposit Account shall continue to be collateral security for promptly upon receipt all of other Cash Receipts (as defined below) received by any Loan Party from any other Person located in the Obligations and United States (iii) deliver Credit Card Notifications to the funds 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 JPMorgan Concentration Account shall Loan Parties’ Approved Deposit Accounts no less frequently than on each Business Day, such instructions to be applied as provided in Section 2.22. (g) irrevocable unless otherwise agreed to by the Administrative Agent. So long as (i) no Event of Default has occurred and Cash Dominion Period is continuing, and (ii) no Cash Control Event has occurred and is continuing, daily, the Borrowers Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and Blocked Approved Deposit Accounts. After the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or in each case subject to the JPMorgan Concentration Account, no less frequently than daily other provisions of this Agreement and the other Loan Documents. (d) Each Credit Card Notification and whether or not there is then an outstanding balance in Approved Control Arrangement shall require (without further consent of the Loan AccountParties), unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers Loan Parties shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstandingcause, after the occurrence and during the continuation continuance of an Event of Default a Cash Dominion Period and subject to the Intercreditor Agreement (and whether or Cash Control Eventnot there are then any outstanding Obligations), the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than dailyeach Business Day to the concentration account maintained at Bank of 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 (Acollectively, 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; (ii) all proceeds of collections of Accounts (including, without limitation, Credit Card Receivables); (iii) the then entire ledger balance contents of each Blocked Deposit Account (including, without limitation, any Approved Deposit Account subject to an Approved Control Arrangement and any Store Account) located in the Lead Borrower Blocked Account), United States (net of such any minimum balance, not to exceed $10,000, balance as may be required to be maintained kept in the subject Blocked Deposit Account by the bank institution at which such Blocked Deposit Account is maintained and maintained); (Biv) all the cash proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit debit card processors charges; and (other than Dillard's National Bankv) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien Intercreditor Agreement, all cash proceeds of any other Collateral. (e) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the Borrowers shall, funds on deposit in connection with the transfer Concentration Account shall at all times be collateral security for all of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked AccountObligations, and (yiii) such accounting, the Agent agrees to promptly remit to funds on deposit in the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such dayConcentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 2.218.12, after the occurrence of an Event of Default or Cash Control Event, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collectionscollections during a Cash Dominion Period, such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Collateral Agent and shall shall, not later than the Business Day after receipt thereof, be commingled deposited into the Concentration Account or dealt with any of the Borrowers' in such other funds or deposited in any account of any Borrower other than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon 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. (f) [Reserved]. (g) So long as no Cash Dominion Period is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Approved Securities Accounts and Approved Deposit Accounts. (h) Upon the 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 Period. (i) The Borrower may from time to time provide a written request to the Lead Borrower 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, after shall instruct the occurrence and during relevant depositary bank or securities intermediary to so permit) the continuation of an Event of Default (including, without limitation, the failure withdrawal of the Borrowers to comply requested amount of Qualified Cash in accordance with the provisions written instructions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing)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 Agent mayrequested amount of Qualified Cash in accordance with such written instructions of the Borrower, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) after giving effect to such withdrawal, the DDA AccountsRevolving Credit Outstandings shall not exceed the Revolving Borrowing Base (it being agreed that, Blocked Accounts and the JPMorgan Concentration Account willimmediately upon such withdrawal, without any further action act of any Person, the Revolving Borrowing Base shall be calculated excluding the 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 pursuant to Section 7.4(a) or (b) (as applicable) reflecting the result of such withdrawal on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control calculation of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereofRevolving Borrowing Base.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAs, which Schedule includes, with respect to each depository Each Loan Party shall (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. (i) Within sixty (60) within 90 days after the Effective Date, Date (Aor such longer period as the Administrative Agent may agree in its sole discretion)) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA enter into a blocked account agreement (each, a "DDA Notification"“Blocked Account Agreement”), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Administrative Agent, with the Collateral Agent and any financial institution with which such Loan Party maintains any of account which is not an Excluded Account (such accounts collectively, the banks identified on Schedule 2.21(c“Blocked Accounts”). Within 60 days after the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Subsidiary Borrowers Borrower shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish open a new deposit accounts account (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) and enter into a Blocked Account Control Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to thereto) at the Replacement Deposit Accountssame depositary intuition where Borrower maintains its primary concentration, collection, and (IV) disbursement account as of the date hereof and shall thereafter cause its collections/concentrations to be managed through one account and its disbursements to be managed through another account. In the event that any Loan Party acquires any account, after the Effective Date in connection with a Permitted Acquisition or otherwise that will, following the foregoing, provide integration of such account into the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf cash management procedures of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to Borrower, constitute a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered such Loan Party shall enter into a Blocked Account Agreement with respect to thereto within 90 days following the Lead Borrower date such Blocked Account is acquired (or such longer period as the Administrative Agent may agree to in form and substance reasonably satisfactory to the Agent, and its sole discretion). (Cb) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Each Blocked Account Agreement with respect relating to the Lead Borrower any Blocked Account) Account shall require, after the occurrence and during delivery of written notice of a Cash Dominion Period from the continuance Collateral Agent to the applicable financial institution with which such Blocked Account is maintained (which the Collateral Agent may, or upon the request of an Event the Required Lenders shall, provide upon its becoming aware of Default or such a Cash Control EventDominion Period), with a copy to the Borrower, the sweep on each ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash receipts Cash balances and other proceeds from the sale of InventoryCash receipts, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Administrative Agent (the “Administrative Agent Account”). All amounts received in the Administrative Agent Account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.05(c)(ii); provided, that if the circumstances described in Section 4.04(b) are applicable, all such amounts shall be applied in accordance with such Section 4.04(b). At all times, the Loan Parties shall maintain all of their cash and Cash Equivalents (not otherwise maintained in Excluded Accounts) in Blocked Accounts, and at JPMorgan any time a Cash Dominion Period exists and all future deposits made is continuing and the Collateral Agent has delivered the written notices described above in this paragraph to a the applicable financial institutions, amounts shall be swept from the Blocked Accounts to the Administrative Agent Account which is subject to a Blocked Account Agreementas provided herein. (ec) The Subsidiary Borrowers Loan Parties shall promptly notify the Administrative Agent of any Blocked Account established or maintained after the Effective Date by a Loan Party. The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, but solely in the case of opening any new Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or prior to the date such Blocked Account Agreements is opened (except as the Administrative Agent may otherwise agree in its sole discretion, and subject to the provisions set forth above in Section 2.15(a) with respect to an account acquired in connection with a Permitted Acquisition) of a Blocked Account Agreement consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed 2.15 and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner otherwise reasonably satisfactory to the Administrative Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (fd) The JPMorgan Concentration Administrative Agent Account is, and shall remain, at all times be under the sole dominion and control of the Administrative Agent. Each Borrower Loan Party hereby acknowledges and agrees that (i) such Borrower Loan Party has no right of withdrawal from the JPMorgan Concentration AccountAdministrative Agent Account (except as expressly provided in Section 2.05(c)(ii) or Section 4.04(b)), (ii) the funds on deposit in the JPMorgan Concentration Administrative Agent Account shall at all times continue to be collateral security for all of the Obligations Secured Obligations, and (iii) the funds on deposit in the JPMorgan Concentration Administrative Agent Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such daythis Agreement. In the event that, notwithstanding the provisions of this Section 2.212.15, after the occurrence of an Event of Default or Cash Control Event, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collectionscollections required to be transferred to the Administrative Agent Account pursuant to Section 2.15(b), such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Agent Administrative Agent, and shall not promptly be commingled deposited into the Administrative Agent Account or dealt with any of the Borrowers' in such other funds or deposited in any account of any Borrower other than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon notice to . (e) Upon the Lead Borrower from commencement of a Cash Dominion Period and for so long as the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitationsame is continuing, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice Collateral Agent may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, direct that all amounts in the JPMorgan Concentration Blocked Accounts be paid to the Administrative Agent Account. So long as no Cash Dominion Period has commenced and is continuing in respect of which the Collateral Agent has delivered notice as contemplated by paragraph (c) of this Section 2.15, the Loan Parties may direct, and shall have control over, the manner of disposition of funds in the Blocked Accounts. (f) Any amounts held or received in the Administrative Agent Account (including all interest and other earnings with respect thereto, if any) at any time when (i) all Obligations (whether or not due, other than NonBorrower Contingent Indemnification Obligations) shall have been paid in full and no Lender shall have any Revolving Credit Card Proceeds Commitment hereunder or (ii) all Events of Default have been cured and Other Store Proceeds) from time no Cash Dominion Period exists, shall be remitted to time may be applied to an account of the Obligations Borrower (as directed by the Borrower in such order and manner as provided in Section 2.22 hereofwriting).

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is a list schedule of all present DDAsDDAs (and including any payroll, trust, VEBA and tax withholding accounts), that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties as of the Closing Date, which Schedule includes, with respect to each depository depository, in each case as of the Closing Date, (i) the name and address of that depository; such depository and (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 Loan Party is a party as of the date hereof with respect to the payment to any Borrower such Loan Party of the proceeds of all credit card charges for sales by any Borrowersuch Loan Party. (c) Each Loan Party shall (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Administrative Agent notifications notifications, in form reasonably satisfactory to the Administrative Agent, executed on behalf of such Loan Party and addressed to such Loan Party’s credit card clearinghouses and processors (each, a “Credit Card Notification”); (ii) as soon as reasonably practicable but in any event within 90 days after the Subsidiary Borrowers Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion) deliver to the Administrative Agent notifications, in form reasonably satisfactory to the Administrative Agent, executed on behalf of such Loan Party to each 49depository depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, (other than xxxxx cash accounts) of the Administrative Agent's ’s interest in such DDA (each, a "“DDA Notification"”), and ; (Biii) the Subsidiary Borrowers shall either (1) enter 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 as soon as reasonably practicable but in form and substance reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(c), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, event within 90 days after the occurrence Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion) instruct each such depository institution for a DDA to cause all amounts on deposit and during available at the continuance close of an Event of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges in such DDA (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of the then contents of each DDA, each such transfer to be net of any such minimum balance, not to exceed $10,00020,000, as may be required to be maintained in the subject DDA by the bank depository institution at which such DDA is maintained), andto 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; and (iv) as soon as reasonably practicable but in any event within 60 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion) enter into a blocked account agreement with respect to each of the Loan Parties’ concentration accounts (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and any bank with which such Loan Party maintains a concentration account into which the DDAs are swept (collectively, the “Blocked Accounts”), which concentration accounts as of the Closing Date are listed on Schedule 2.21(c) annexed hereto. Any such Blocked Account Agreement with respect to a concentration account acquired by a Loan Party in connection with each such transfera Permitted Acquisition or otherwise acquired or opened after the Closing Date, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identifymust be entered into so long as no Cash Dominion Event exists, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of within sixty (x60) the contents of each such DDAdays, and at any time a Cash Dominion Event exists, within ten (y10) days, in each case following the date such accounting, concentration account is opened or acquired (or such longer period as the Administrative Agent agrees may agree to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstandingin its sole discretion). (d) Each Credit Card Notification and Blocked Account Agreement shall require, after the occurrence delivery of notice of a Cash Dominion Event from the Administrative Agent to the Borrower Agent and during the continuation other parties to such instrument or agreement (which the Administrative Agent may, or upon the request of the Required Lenders shall, provide upon its becoming aware of such an Event of Default or Cash Control Dominion Event), the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than dailyonce per Business Day (unless the Commitments have been terminated and the Obligations have been paid in full), of (A) all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower Blocked Account), net of such minimum balance, not to exceed $10,00020,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained), to an account maintained by the Administrative Agent (the “Administrative Agent Account”). Subject to the terms of the Pledge and Security Agreement, all amounts received in the Administrative Agent Account shall be applied (Band allocated) by the Administrative Agent in accordance with Section 2.11(c); provided, that, if the circumstances described in Section 2.18(b) are applicable, all such amounts shall be applied in accordance with such Section 2.18(b). Each Loan Party agrees that it will not cause any proceeds of any Blocked Account to be otherwise redirected. At all private label credit card charges payable by Dillard's National Bank times cash and Cash Equivalents shall only be held in Blocked Accounts or DDAs, and at any time a Cash Dominion Event exists and is continuing, such amounts shall be swept from the Blocked Accounts to the Administrative Agent Account as provided herein, except for cash or for Cash Equivalents in any payroll, trust, VEBA and tax withholding accounts, and accounts with outstanding balances no greater than $500,000 individually and $1,500,000 in the account aggregate. (e) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject (in the case of opening any new DDAs or Blocked Accounts) to the contemporaneous (or such longer period as the Administrative Agent may agree) execution and delivery to the Administrative Agent of a DDA Notification or Blocked Account Agreement, as applicable, consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Administrative Agent (it being understood and agreed that the Loan Parties will furnish to the Administrative Agent written notice of the Subsidiary Borrowersopening of any new payroll, trust, VEBA and tax withholding accounts in a timely manner). In addition Unless consented to in writing by the foregoingAdministrative Agent, unless and until the Borrowers have established procedures Loan Parties shall not enter into any agreements with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked ones listed on Schedule 2.21(b) unless contemporaneously therewith (or such longer period as the Administrative Agent may agree), a Credit Card Notification is executed and a copy thereof is delivered to the Administrative Agent. (f) The Administrative Agent Account shall at all times be under the sole dominion and control of the Administrative Agent. Each Loan Party hereby acknowledges and agrees that (i) such Loan Party has no right of withdrawal from the Administrative Agent Account, which is not subject (ii) the funds on deposit in the Administrative Agent Account shall at all times continue to the Lien be collateral security for all of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked AccountSecured Obligations, and (yiii) such accounting, the funds on deposit in the Administrative Agent agrees to promptly remit to Account shall be applied as provided in this Agreement and the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such dayIntercreditor Agreement. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or Cash Control Event, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collectionscollections required to be transferred to the Administrative Agent Account pursuant to Section 2.21(d), such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Agent and Administrative Agent, shall not be commingled with any of the Borrowers' such Loan Party’s other funds or deposited in any account of any Borrower such Loan Party and shall promptly be deposited into the Administrative Agent Account or dealt with in such other than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon notice to . (g) Upon a Cash Dominion Event and for so long as the Lead Borrower from the Agentsame is continuing, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Administrative Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, shall direct that all amounts in the JPMorgan Concentration Blocked Accounts be paid to the Administrative Agent Account. So long as no Cash Dominion Event has occurred and is continuing in respect of which the Administrative Agent has delivered notice thereof as contemplated by paragraph (d) of this Section 2.21, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (h) Any amounts held or received in the Administrative Agent Account (including all interest and other earnings with respect thereto, if any) at any time (i) when all of the Secured Obligations (other than NonBorrower Unliquidated Obligations and other contingent indemnification obligations for which no claim has been made) have been satisfied, (ii) no Credit Card Proceeds and Other Store Proceeds) from time to time may be applied Extensions are outstanding (or, if Letters of Credit are the only Credit Extensions outstanding, such Letters of Credit have been fully cash collateralized in a manner that is reasonably satisfactory to the Obligations Administrative Agent) or (iii) all Events of Default and Cash Dominion Events have been cured, shall (subject in such order and manner as provided in Section 2.22 hereofthe case of clause (i) to the provisions of the Intercreditor Agreement) be remitted to an account of the Borrowers designated by the Borrowers.

Cash Receipts. (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 Loan Party is a party with respect to the payment to any Borrower Loan Party of the proceeds of all credit card charges for sales by any BorrowerLoan Party. (c) The Loan Parties shall (i) Within sixty deliver to the Administrative Agent, within ten (6010) days after entry of the Effective DateInterim Borrowing Order, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers Loan Parties to each 49depository depository institution with which any DDA is maintained by the Subsidiary Borrowers (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 (Bii) deliver to the Subsidiary Borrowers shall either Administrative Agent, within five (15) 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 "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance reasonably satisfactory to the Administrative Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(c), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, require the sweep on each Business Day of all available cash receipts and other proceeds from the sale of InventoryInventory and other assets, includingall collections of Accounts, without limitationand all other cash payments received by the Loan Parties from any Person or from any source or on account of any sale or other transaction or event, excluding only the proceeds of all credit card charges the Loans and the Non-Concentrated Proceeds (all such non-excluded cash receipts and proceedscollections, "Cash Receipts"), to a concentration account maintained by the Collateral Agent at JPMorgan Fleet (i.e. Account No 801-805236) the "JPMorgan 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 (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 funds and 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 transfer the contents of any DDA daily as provided herein, if such failure is occasioned by a technological or systems defect not within the control of the Loan Parties. Further, whether or not any Obligations are then outstanding, the Loan Parties 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 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 Administrative Agent. (d) The Loan Parties 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, above any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers Loan Parties to close such account and have all funds therein transferred to an account maintained by the Administrative Agent at JPMorgan Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary 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 2.212.21 and otherwise satisfactory to the Administrative Agent. Unless consented to in writing by the Administrative Agent, the Borrowers Loan Parties may not maintain any bank accounts or enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to other than the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Accountones expressly contemplated herein. (f) The JPMorgan 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 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, 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 JPMorgan FRF Concentration Account, (ii) the funds on deposit in the JPMorgan FRF Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan FRF Concentration Account shall be applied as provided in Section 2.222.22(a). (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred and is continuing, dailyDaily, the Borrowers may direct, and Collateral Agent shall have sole control over, the manner of disposition of its promptly apply funds in the DDA Accounts and Blocked Accounts. After FRF Concentration Account in reduction of the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily Obligations (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided set forth in Section 2.22 hereof).

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) 4.16(a), as the same may be modified from time to time by notice to the Administrative Agent, is a list schedule of all present DDAsDDAs that are maintained by the Loan Parties, which Schedule schedule includes, with respect to each depository (i) the name and address of that such depository; (ii) the account number(s) (and account name(s) of such account(s)) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto Except as Schedule 2.21(b) is a list describing all arrangements to which any Borrower is a party with respect to otherwise agreed by the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. Administrative Agent, each Loan Party shall (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Administrative Agent notifications executed on behalf of the Subsidiary Borrowers each such Loan Party to each 49depository depository institution with which any DDA (other than Excluded Accounts) is maintained by the Subsidiary Borrowers maintained, in form reasonably satisfactory to the Agent, Administrative Agent of the Administrative Agent's ’s interest in such DDA (each, a "“DDA Notification"”), (ii) instruct each depository institution for a DDA (other than Excluded Accounts) in excess of the Target Amount and available at the close of each Business Day in such DDA 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, (B) the Subsidiary Borrowers shall either (1iii) enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c) a blocked account agreement (collectivelyeach, the "a “Blocked Accounts"Account Agreement”), which agreements (the "Blocked Account Agreements") shall be in form and substance reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent or the Collateral Agent and any bank with any of which such Loan Party maintains a concentration account into which the banks identified on Schedule 2.21(cDDAs (other than Excluded Accounts) are swept (each such account, a “Blocked Account” and collectively, the “Blocked Accounts”), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts covering each such concentration account maintained with such banksbank, (II) establish new deposit which concentration accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf as of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732Closing Date are listed on Schedule 4.16(b) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, annexed hereto and, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereof.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAs, which Schedule includesThe Borrower and the Administrative Agent shall upon the Closing Date enter into an agency agreement with Chase, with respect to each depository (i) the name and address of that depository; (ii) the its concentration 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. (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained Chase contemplated by the Subsidiary Borrowers in form satisfactory to Chase Credit Facility (the Agent, of the Agent's interest in such DDA (each, a "DDA NotificationCHASE CONCENTRATION ACCOUNT"), and (B) the Subsidiary Borrowers shall either (1) enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c3.11(b) (collectivelycollectively with the Chase Concentration Account, the "Blocked AccountsBLOCKED ACCOUNTS"), which agreements (the "Blocked Account AgreementsBLOCKED ACCOUNT AGREEMENTS") shall be in form and substance reasonably satisfactory to the Agent, or Administrative Agent and shall require the sweep on each Business Day (2) if in accordance with the Subsidiary Borrowers are unable Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to enter into Blocked Account Agreements in form reasonably satisfactory to time with the Agent with any consent of the banks identified on Schedule 2.21(cAdministrative Agent)) of all available cash receipts 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 Subsidiary Borrowers shall Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of the Loans (I) provide the Agent with evidenceall such non-excluded cash receipts and collections, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement InstitutionCASH RECEIPTS"), (III) enter into a from Blocked Account Agreement Accounts in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf excess of the Subsidiary Borrowers to amount in each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account account set forth on Schedule 3.11 (Account No. 323-389732b) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after except upon the occurrence and during the continuance of an Event of Default or Cash Control EventDefault, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (when all such cash receipts and proceeds, "Cash Receipts"), amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at JPMorgan BBNA (i.e. Account No 801-805236) the "JPMorgan BBNA CONCENTRATION ACCOUNT") (or to the Chase Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that Chase has agreed in writing with the event that the Borrowers are able Administrative Agent to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory promptly forward all such funds to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan BBNA Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account All Cash Receipts shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to deposited into a Blocked Account or to the JPMorgan BBNA Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance Account in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection accordance with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 Borrower's customary cash deposit procedures outlined 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereofSchedule 2.

Cash Receipts. (a) Annexed Attached hereto as Schedule 2.21(a2.6(a) is a list schedule of all present DDAs, that are maintained by the Loan Parties, which Schedule includes, with respect to each depository depository, (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; , (ii) the name of the depository and (iii) to the extent known, a contact person at name of the Loan Party that maintains such depositoryDDA. (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. Within ninety (i) Within sixty (6090) days after the Effective DateDate (or such longer period as the Administrative Agent may agree in its reasonable discretion), (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA applicable Loan Party will enter into a blocked account agreement (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(cAgreement”), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Administrative Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before DDAs existing as of the Effective DateDate listed on Schedule 2.6(b) attached hereto, other than any such account that is an Excluded Account (collectively, the Borrowers shall (A) deliver to “Blocked Accounts”). After entering into the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Agreement, there shall be at all times thereafter at least one Blocked Account"), . (Bc) have entered into a Each Blocked Account Agreement with respect entered into by a Loan Party shall, subject to the Lead Borrower Blocked Account in form and substance reasonably satisfactory ABL/Term Loan Intercreditor Agreement, permit the Administrative Agent to instruct the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall requiredepository, after the occurrence and during the continuance of an a Cash Dominion Event (and delivery of Default or Cash Control Eventnotice thereof from the Administrative Agent), the sweep to transfer on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by in the name of the Administrative Agent at JPMorgan (i.e. Account No 801-805236the “Concentration Account”), from: (i) the "JPMorgan Concentration Account").sale of Collateral; (dii) If all proceeds of collections of Accounts; and (iii) each Blocked Account (including all cash deposited therein from each DDA). If, at any time other than during the times set forth abovecontinuance of a Cash Dominion Event, any cash or cash equivalents Cash AMERICAS 94977503 Equivalents that are ABL Priority Collateral (or proceeds thereof) owned by the Subsidiary Borrowers any Loan 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 herein(other than Excluded Accounts), the Administrative Agent shall may require the Subsidiary Borrowers applicable Loan Party to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Cash Dominion Event, at the request of the Administrative Agent, the Loan Parties shall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the ABL Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. (ed) The Subsidiary Borrowers Loan Parties 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 (except with respect to Excluded Accounts) consistent with and to the extent required by the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed 2.6 and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner otherwise reasonably satisfactory to the Administrative Agent, . The Borrower Agent shall provide the Borrowers Administrative Agent with prior written notice of its intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the Borrower Agent as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom any such new account will be maintained (it being understood that the Administrative Agent shall not require a Blocked Account Agreement with respect to any Excluded Account). (e) The Loan Parties may substitute a Credit Card Notification and/or DNB Notification also maintain one or more disbursement accounts to be used by the Loan Parties for those delivered on disbursements and payments (including payroll) in the ordinary course of business or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Accountotherwise permitted hereunder. (f) The JPMorgan Concentration Account is, and shall remain, at all times be under the sole dominion and control of the Administrative Agent. Each Borrower Loan Party hereby acknowledges and agrees that (i) such Borrower Loan Party has no right of withdrawal from the JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall at all times continue to be collateral security for all of the Obligations Obligations, and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 2.222.6, during the continuation of a Cash Dominion Event, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections related to Collateral, such proceeds and collections shall, subject to the ABL/Term Loan Intercreditor Agreement, 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 promptly be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Dominion Event has occurred and is continuing, dailythe Loan Parties may, subject to the Borrowers may ABL/Term Loan Intercreditor Agreement, direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and Blocked Accounts. After . (h) Subject to Section 4.6(b), any amounts received in the occurrence Concentration Account at any time when all of the Obligations then due have been and during the continuation of an Event of Default or Cash Control Eventremain fully repaid shall, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or subject 66 AMERICAS 94977503 to the JPMorgan Concentration AccountABL/Term Loan Intercreditor Agreement, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, remitted to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the operating account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereofLoan Parties.

Cash Receipts. (a) Annexed hereto Use commercially reasonable efforts to enter into, 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 soon 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. (i) Within sixty (60) days possible after the Effective Date, an effective account control agreement (Aa “Deposit Account Control Agreement”) with each Approved Account Bank, in each case in substantially the Subsidiary Borrowers shall deliver form attached as Exhibit VI to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter 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 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 (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form another financial institution reasonably satisfactory acceptable to the Administrative Agent with any of that will execute a Deposit Account Control Agreement. Notwithstanding anything in this section to the banks identified on Schedule 2.21(c)contrary, the Subsidiary Borrowers provisions of this Section 8.12(a) shall (I) provide the Agent with evidence, reasonably satisfactory not apply to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement any Deposit Accounts") with Account acquired by a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) Loan Party in connection with a Permitted Acquisition prior to the foregoingdate 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, provide the Agent with or to continue to make payment, to an amended Schedule 2.21(c) reflecting the Replacement Approved Deposit AccountsAccount, and (ii) on or before 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, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications"Notifications and (iv) executed instruct each depository institution for a Deposit Account to cause all amounts on behalf 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 Subsidiary Borrowers 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 their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"Loan Parties), (B) have entered into a Blocked Account Agreement with respect to and the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) Loan Parties shall requirecause, after the occurrence and during the continuance of an Event of Default or a Cash Control EventDominion Period and subject to the ABL Intercreditor Agreement, the sweep on each Business Day of all available cash receipts ACH or wire transfer no less frequently than daily (and other proceeds from whether or not there are then any outstanding Obligations) to the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth aboveby, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds name of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan Concentration Account is, and shall remain, under the sole dominion and control of the Administrative Agent and identified by the Administrative Agent 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; (ii) 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 case may be, by the institution at which such Deposit Account or Securities Account, as applicable, is maintained); and (iv) the cash proceeds of all credit card charges. (d) The Concentration Account shall 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such daythis Agreement. In the event that, notwithstanding the provisions of this Section 2.21Section, after during the occurrence continuation of an Event of Default or any Cash Control EventDominion Period, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Agent and Administrative Agent, shall not be commingled with any of the Borrowers' such Loan Party’s other funds or deposited in any account of any Borrower 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 than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon notice to . (e) So long as no Cash Dominion Period (or, in the Lead Borrower from the Agentcase of a Qualified Cash Securities Account, after the occurrence and during the continuation of an Event of Default (including, without limitationQualified Cash Trigger Period) is continuing, the failure Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Borrowers to comply with Approved Securities Accounts and Approved Deposit Accounts. (f) Any amounts received in the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, Concentration Account at any time thereafterwhen no Cash Dominion Period (or, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereof.case of a Qualified Cash Securities Account, Qualified Cash

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is Each Loan Party shall enter into 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. (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA control agreement (each, a "DDA Notification"“Blocked Account Agreement”) within 90 days after the Closing Date (or such later date approved by the Administrative Agent in its reasonable discretion), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and/or Collateral Agent and any bank with any which such Loan Party maintains a primary domestic concentration DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). (b) The Borrower agrees that it will cause all proceeds of the banks ABL Collateral (other than the amounts and accounts identified on Schedule 2.21(c), the Subsidiary Borrowers shall in clauses (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"ii), (IIIiii), (iv) enter and (v) of Section 2.21(d) below or proceeds in any Excluded Accounts) to be deposited into a Blocked Account Agreement in form and substance reasonably satisfactory Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to the Agent with each Replacement Institution and the Agent with respect time. The Borrower agrees that it will promptly cause all such payment items to the Replacement Deposit be scanned and/or deposited into Blocked Accounts, and . (IVc) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Each Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an a Liquidity Event (and delivery of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds notice thereof from the sale of Inventory, including, without limitation, Administrative Agent to the proceeds of all credit card charges (all Borrower and the other parties to such cash receipts and proceeds, "Cash Receipts"instrument or agreement), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily once per Business Day (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments Termination Date shall have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than dailyactually occurred), of (A) the then entire ledger balance of all collected and available funds, including any collected and available funds in each Blocked Account (including, without limitation, the Lead Borrower Blocked Account), net of such minimum balance, not to exceed $10,000150,000 in any one Blocked Account or $750,000 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 Truist 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 shall promptly instruct the depository institutions at which such Blocked Accounts are held to allow the Loan Parties to resume direct and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank sole control over such Blocked Accounts. Subject to or for the account terms of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or 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 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. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such eventABL/Bond Intercreditor Agreement, all amounts received in the JPMorgan Concentration a Payment Account (or such other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may account shall be applied to (and allocated) by the Obligations Administrative Agent in such order and manner as provided in accordance with Section 2.22 hereof8.03.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAs, which Schedule includes, with respect to each depository Each Loan Party shall (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. (i) Within sixty (60) within 90 days after the Effective Date, Date (Aor such longer period as the Administrative Agent may agree in its sole discretion)) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA enter into a blocked account agreement (each, a "DDA Notification"“Blocked Account Agreement”), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Administrative Agent, with the Collateral Agent and any financial institution with which such Loan Party maintains any of account which is not an Excluded Account (such accounts collectively, the banks identified on Schedule 2.21(c“Blocked Accounts”). Within 60 days after the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Subsidiary Borrowers Borrower shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish open a new deposit accounts account (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) and enter into a Blocked Account Control Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to thereto) at the Replacement Deposit Accountssame depositary intuition where Borrower maintains its primary concentration, collection, and (IV) disbursement account as of the date hereof and shall thereafter cause its collections/concentrations to be managed through one account and its disbursements to be managed through another account. In the event that any Loan Party acquires any account, after the Effective Date in connection with a Permitted Acquisition or otherwise that will, following the foregoing, provide integration of such account into the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf cash management procedures of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to Borrower, constitute a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered such Loan Party shall enter into a Blocked Account Agreement with respect to thereto within 90 days following the Lead Borrower date such Blocked Account is acquired (or such longer period as the Administrative Agent may agree to in form and substance reasonably satisfactory to the Agent, and its sole discretion). (Cb) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Each Blocked Account Agreement with respect relating to the Lead Borrower any Blocked Account) Account shall require, after the occurrence and during delivery of written notice of a Cash Dominion Period from the continuance Collateral Agent to the applicable financial institution with which such Blocked Account is maintained (which the Collateral Agent may, or upon the request of an Event the Required Lenders shall, provide upon its becoming aware of Default or such a Cash Control EventDominion Period), with a copy to the Borrower, the sweep on each ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available cash receipts Cash balances and other proceeds from the sale of InventoryCash receipts, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Administrative Agent (the “Administrative Agent Account”). All amounts received in the Administrative Agent Account shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.05(c)(ii); provided, that if the circumstances described in Section 4.04(b) are applicable, all such amounts shall be applied in accordance with such Section 4.04(b). At all times, the Loan Parties shall maintain all of their Cash and Cash Equivalents (not otherwise maintained in Excluded Accounts) in Blocked Accounts, and at JPMorgan any time a Cash Dominion Period exists and all future deposits made is continuing and the Collateral Agent has delivered the written notices described above in this paragraph to a the applicable financial institutions, amounts shall be swept from the Blocked Accounts to the Administrative Agent Account which is subject to a Blocked Account Agreementas provided herein. (ec) The Subsidiary Borrowers Loan Parties shall promptly notify the Administrative Agent of any Blocked Account established or maintained after the Effective Date by a Loan Party. The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, but solely in the case of opening any new Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate DDA Notifications or prior to the date such Blocked Account Agreements is opened (except as the Administrative Agent may otherwise agree in its sole discretion, and subject to the provisions set forth above in Section 2.15(a) with respect to an account acquired in connection with a Permitted Acquisition) of a Blocked Account Agreement consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed 2.15 and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner otherwise reasonably satisfactory to the Administrative Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (fd) The JPMorgan Concentration Administrative Agent Account is, and shall remain, at all times be under the sole dominion and control of the Administrative Agent. Each Borrower Loan Party hereby acknowledges and agrees that (i) such Borrower Loan Party has no right of withdrawal from the JPMorgan Concentration AccountAdministrative Agent Account (except as expressly provided in Section 2.05(c)(ii) or Section 4.04(b)), (ii) the funds on deposit in the JPMorgan Concentration Administrative Agent Account shall at all times continue to be collateral security for all of the Obligations Secured Obligations, and (iii) the funds on deposit in the JPMorgan Concentration Administrative Agent Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower 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 and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such daythis Agreement. In the event that, notwithstanding the provisions of this Section 2.212.15, after the occurrence of an Event of Default or Cash Control Event, the Borrowers receive any Loan Party receives or otherwise have has dominion and control of any such proceeds or collectionscollections required to be transferred to the Administrative Agent Account pursuant to Section 2.15(b), such proceeds and collections shall be held in trust by the Borrowers such Loan Party for the Agent Administrative Agent, and shall not promptly be commingled deposited into the Administrative Agent Account or dealt with any of the Borrowers' in such other funds or deposited in any account of any Borrower other than fashion as such Loan Party may be instructed by the Administrative Agent. Effective upon notice to . (e) Upon the Lead Borrower from commencement of a Cash Dominion Period and for so long as the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitationsame is continuing, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice Collateral Agent may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, direct that all amounts in the JPMorgan Concentration Blocked Accounts be paid to the Administrative Agent Account. So long as no Cash Dominion Period has commenced and is continuing in respect of which the Collateral Agent has delivered notice as contemplated by paragraph (c) of this Section 2.15, the Loan Parties may direct, and shall have control over, the manner of disposition of funds in the Blocked Accounts. (f) Any amounts held or received in the Administrative Agent Account (including all interest and other earnings with respect thereto, if any) at any time when (i) all Obligations (whether or not due, other than NonBorrower Contingent Indemnification Obligations) shall have been paid in full and no Lender shall have any Revolving Credit Card Proceeds Commitment hereunder or (ii) all Events of Default have been cured and Other Store Proceeds) from time no Cash Dominion Period exists, shall be remitted to time may be applied to an account of the Obligations Borrower (as directed by the Borrower in such order and manner as provided in Section 2.22 hereofwriting).

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a) is Each Loan Party shall enter into 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. (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA control agreement (each, a "DDA Notification"“Blocked Account Agreement”) within 90 days after the Closing Date (or such later date approved by the Administrative Agent in its reasonable discretion), and (B) the Subsidiary Borrowers shall either (1) enter 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 reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and/or Collateral Agent and any bank with any which such Loan Party maintains a primary domestic concentration DDA (other than an Excluded Account) (collectively, the “Blocked Accounts”). (b) The Borrower agrees that it will cause all proceeds of the banks ABL Collateral (other than the amounts and accounts identified on Schedule 2.21(c), the Subsidiary Borrowers shall in clauses (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"ii), (IIIiii), (iv) enter and (v) of Section 2.21(d) below or proceeds in any Excluded Accounts) to be deposited into a Blocked Account Agreement in form and substance reasonably satisfactory Account, which deposits may be made through a remote scanning process for purposes of depositing payment items into the Blocked Accounts from time to the Agent with each Replacement Institution and the Agent with respect time. The Borrower agrees that it will promptly cause all such payment items to the Replacement Deposit be scanned and/or deposited into Blocked Accounts, and . (IVc) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Each Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an a Liquidity Event (and delivery of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds notice thereof from the sale of Inventory, including, without limitation, Administrative Agent to the proceeds of all credit card charges (all Borrower and the other parties to such cash receipts and proceeds, "Cash Receipts"instrument or agreement), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers 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 Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan 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 JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred 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 the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily once per Business Day (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments Termination Date shall have been terminated hereunder and the Obligations have indefeasibly been paid in full) of 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, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than dailyactually occurred), of (A) the then entire ledger balance of all collected and available funds, including any collected and available funds in each Blocked Account (including, without limitation, the Lead Borrower Blocked Account), net of such minimum balance, not to exceed $10,00050,000150,000 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 shall promptly instruct the depository institutions at which such Blocked Accounts are held to allow the Loan Parties to resume direct and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank sole control over such Blocked Accounts. Subject to or for the account terms of the Subsidiary Borrowers. In addition to ABL/Bond Intercreditor Agreement, all amounts received in a Payment Account or such other account shall be applied (and allocated) by the foregoingAdministrative Agent in accordance with Section 8.03. (d) If, unless at any time after the occurrence and until during the Borrowers have established procedures with their credit card processors continuance of a Liquidity Event, any cash or Permitted Investments owned by any Loan Party (other than Dillard's National Bank(i) an amount not to exceed $5,000,00015,000,000 in the aggregate that is on deposit in a segregated DDA which the NonBorrower Credit Card Proceeds Borrower designates in writing to an the Administrative Agent as being the “designated account,” (each such account, other than the Lead Borrower Blocked a “Designated Account, which is not subject to the Lien of the Agent” and collectively, the Borrowers shall“Designated Accounts”), in connection with (ii) de minimis cash or Permitted Investments from time to time inadvertently misapplied by any Loan Party, (iii) deposit accounts the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt 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 (and the contents balance of which consists solely of funds set aside for the Lead Borrower purpose of managing) disbursement, tax accounts, payroll accounts, and trust accounts, (v) local store accounts that are 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, otherwise than in a Blocked Account subject to a Blocked Account Agreement, the Administrative Agent shall be entitled to require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and to cause all future deposits to be made to a Blocked Account. (ye) such accountingThe Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts without the Administrative Agent’s consent, the Agent agrees to promptly remit subject to the Borrowers applicable Loan Party’s prompt execution and delivery to the NonBorrower Credit Card Proceeds received by Administrative Agent of a Blocked Account 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 2.21 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 such day. In the event that, notwithstanding 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. (f) So long as no Liquidity Event as to which the Administrative Agent has notified the Borrower has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. For the avoidance of doubt, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in any Excluded Account or Designated Account. (g) Any amounts (x) received in the Payment Accounts (including all interest and other earnings with respect thereto, if any) at any time after the occurrence of an Event of Default Termination Date or Cash Control Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall (y) that continue to 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. Effective upon notice swept to the Lead Borrower from Payment Accounts after all Liquidity Events have been cured, if any, shall (subject, in the Agentcase of clause (x), after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writingthe ABL/Bond Intercreditor Agreement), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications be remitted to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed operating account under the exclusive dominion and control of the Agent in which funds are held subject to Borrower as specified by the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereofBorrower.