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, and (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarter. (b) Annexed hereto as Schedule 2.21(b) is a list describing all arrangements to which the Borrowers are a party with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers. (c) On or prior to the Effective Date, the Borrowers shall have (i) delivered to the Administrative Agent notifications to each of the Borrowers’ credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent (each, a “Credit Card Notification”) and (ii) entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent. The Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses and processors, respectively. The Blocked Account Agreements shall permit, subject to the terms and conditions of this Section 2.21(c), the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, “Cash Receipts”), to a concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”) or such other account as otherwise directed by the Administrative Agent. In that regard, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount not to exceed $10,000 which may remain on deposit in each DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily); and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amount, not to exceed $75,000 in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each Blocked Account shall be swept daily). In the event that, notwithstanding the provisions of this Section 2.21, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such other fashion as the Borrowers may be instructed by the Administrative Agent. (d) At the request of the Administrative Agent, the Borrowers shall deliver or shall cause to be delivered to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time, any cash or cash equivalents owned by the Borrowers are held or invested in any manner other than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration Account, the Administrative Agent shall require the Borrowers to have all funds transferred to the Concentration Account, a Blocked Account or such other account as the Administrative Agent may direct. (e) Provided no Event of Default has occurred and is continuing, the Borrowers may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.21 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuing, the Borrowers may terminate or enter into new arrangements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement. (f) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 2.22(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.22(b) is a list describing all arrangements to which the Borrowers are any Borrower is a party with respect to the payment to the Borrowers any Borrower of the proceeds of all credit card charges for sales by the Borrowersany Borrower. (c) On or prior to a date forty-five (45) days following the Effective Date, the Borrowers shall have (i) delivered to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrowers’ Borrower's credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, consistent with the notifications given under the Prior Credit Agreement (each, a “"Credit Card Notification”) and "), (ii) entered into agency agreements with the banks maintaining the deposit accounts DDAs identified on Schedule 2.21(c2.22(c) (collectively, the “"Blocked Accounts”"), which agreements (the “"Blocked Account Agreements”") shall be in form and substance reasonably satisfactory to the Administrative Agent, and (iii) entered into an agency agreement with the Concentration Account Bank, which agreement (the "Concentration Account Agreement") shall be in form and substance satisfactory to the Administrative Agent. The Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses and processors, respectively. The Blocked Account Agreements shall permit, subject to require the terms and conditions of this Section 2.21(c), the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers from any Person or from any source or on account of any sale or other transaction or event (including, without limitation, any casualty and condemnation proceeds and proceeds from any equity issuances) (all such cash receipts and collections, “"Cash Receipts”"), to a concentration account maintained by the Administrative Agent at Bank of America (the “"Concentration Account”") or such other account at a bank that shall be designated as otherwise directed by the Concentration Account Bank for the Loan Parties on Schedule 2.22(a) (the "Concentration Account Bank") which bank shall be satisfactory to the Administrative Agent. The Concentration Account Agreement shall require the sweep on each Business Day of all amounts received in the Concentration Account to the Collection Account to be applied as provided in SECTION 2.23. In that regard, the Borrowers Loan Parties shall cause the ACH or wire transfer to a Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount any minimum balance, not to exceed (1) $10,000 which may remain on deposit in each DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents 20,000 with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily)Loan Parties' xxxxx cash accounts described on Schedule 2.22(a) as "Regional Checking Accounts" and (2) $5,000 with respect to any other DDA; and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, the Borrowers Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amountsuch minimum balance, not to exceed $75,000 2,500, as may be required to be maintained in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each subject Blocked Account shall be swept daily)by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.21SECTION 2.22, the Borrowers Loan Parties receive or otherwise have dominion and control of any Cash Receipts, such proceeds or collections, such Cash Receipts, proceeds, proceeds and collections shall be held in trust by the Borrowers Loan Parties for the Administrative Agent and shall not be commingled with any of the Borrowers’ Loan Parties' other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such any Loan Party other fashion than as the Borrowers may be instructed by the Administrative Agent. (d) At the request of the Administrative Agent, the Borrowers The Loan Parties shall deliver or shall cause to be delivered accurately report to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, If at any time, time any cash or cash equivalents owned by the Borrowers Loan Parties are deposited to any account, or held or invested in any manner other manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration AccountAgreement, the Administrative Agent shall require the Borrowers Loan Parties to close such account and have all funds therein transferred to the Concentration Account, an account maintained at a Blocked Account or such other account as the Administrative Agent may direct. (e) Provided no Event of Default has occurred and is continuing, the Borrowers may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery bank satisfactory to the Administrative Agent of appropriate and all future deposits made to a Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.21 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and which is continuing, the Borrowers may terminate or enter into new arrangements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement. (f) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 2.22(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with Agreement. Without limiting the provisions of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Dateforegoing, the Loan Parties shall have caused each cause all proceeds from the sale, transfer or other disposition of any of their assets, all casualty and condemnation proceeds, all proceeds from equity issuances and the incurrence of Indebtedness for borrowed money (excluding Indebtedness permitted under SECTION 6.01(a)) to be deposited into a Blocked Account as and when received for repayment of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application Obligations in accordance with this AgreementSECTION 2.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.22(b) is a list describing all arrangements to which the Borrowers are any Borrower is a party with respect to the payment to the Borrowers a Borrower of the proceeds of all credit card charges for sales by the Borrowersa Borrower. (c) On or prior to the Effective Closing Date, the Borrowers Lead Borrower shall have (i) delivered deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Borrowers’ Administrative Agent’s interest in such DDA (each, a “DDA Notification”), such DDA Notifications to be held in escrow by the Administrative Agent until the occurrence of a Cash Dominion Event, at which time the Administrative Agent may, in its discretion, forward such DDA Notifications to the applicable institutions, and (ii) deliver to the Administrative Agent agreements executed with each of each Borrower’s credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, (each, a “Credit Card NotificationAgreement”) ), and (iiiii) entered enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c2.22(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses Agreements and processors, respectively. The Blocked Account Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Cash Dominion Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers any Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, “Cash Receipts”), to a concentration account maintained by the Administrative Collateral Agent at Bank of America Fleet (the “FRG Concentration Account”) or such other account as otherwise directed by the Administrative Agent). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRG Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount any minimum balance, not to exceed $10,000 2,500, as may be required to be maintained in the subject DDA by the bank at which may remain on deposit in each such DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily)maintained; and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the FRG Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amountsuch minimum balance, not to exceed $75,000 2,500, as may be required to be maintained in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each subject Blocked Account shall be swept daily)by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.21, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such other fashion as the Borrowers may be instructed by the Administrative Agent. (d) At the request of the Administrative Agent, the Borrowers shall deliver or shall cause to be delivered to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time, any cash or cash equivalents owned by the Borrowers are held or invested in any manner other than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration Account, the Administrative Agent shall require the Borrowers to have all funds transferred to the Concentration Account, a Blocked Account or such other account as the Administrative Agent may direct. (e) Provided no Event of Default has occurred and is continuing, the Borrowers may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.21 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuing, the Borrowers may terminate or enter into new arrangements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement. (f) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 2.22(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.Section

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.23(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.23(b) is a list describing all arrangements to which the Borrowers are Borrower is a party with respect to the payment to the Borrowers Borrower of the proceeds of all credit card charges for sales by the BorrowersBorrower. (c) On or prior to the Effective Date, the Borrowers The Borrower shall have (i) delivered at the request of the Administrative Agent, at any time after the occurrence and during the continuance of a Cash Dominion Event, deliver to the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent’s interest in such DDA (each, a “DDA Notification”), and (ii) deliver to the Administrative Agent on the Effective Date notifications to each of the Borrowers’ Borrower’s credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, (each, a “Credit Card Notification”) ), and (iiiii) entered within ninety (90) days after the Effective Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c2.23(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses and processors, respectively. The Blocked Account Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Cash Dominion Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of CollateralNet Proceeds, and all other cash payments received by the Borrowers Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, “Cash Receipts”), to a concentration account maintained by the Borrower at Xxxxx Fargo or with another Lender reasonably satisfactory to the Administrative Agent at Bank of America with whom a Blocked Account Agreement has been executed (the “Concentration Account”) or such other account as otherwise directed by the Administrative Agent). In that regard, after the Borrowers occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the Concentration AccountAccount maintained at Xxxxx Fargo, 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 an amount any minimum balance, not to exceed $10,000 5,000, as may be required to be maintained in the subject DDA by the bank at which may remain on deposit in each such DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily)maintained; and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers Borrower shall cause the ACH or wire transfer to the Concentration AccountAccount maintained at Xxxxx Fargo, no less frequently than daily, of the then entire ledger balance of each Blocked Account and other Concentration Account, net of an amountsuch minimum balance, not to exceed $75,000 5,000, as may be required to be maintained in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each subject Blocked Account shall be swept daily)or Concentration Account by the bank at which such Blocked Account or Concentration Account is maintained. In the event that, notwithstanding the provisions of this Section 2.21, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such other fashion as the Borrowers may be instructed by the Administrative Agent. (d) At the request of the Administrative Agent, the Borrowers shall deliver or shall cause to be delivered to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time, any cash or cash equivalents owned by the Borrowers are held or invested in any manner other than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration Account, the Administrative Agent shall require the Borrowers to have all funds transferred to the Concentration Account, a Blocked Account or such other account as the Administrative Agent may direct. (e) Provided no Event of Default has occurred and is continuing, the Borrowers may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.21 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuing, the Borrowers may terminate or enter into new arrangements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement. (f) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 2.22(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.this

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.23(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. The Lead Borrower shall provide the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarter. (b) Annexed hereto as Schedule 2.21(b2.23 (b) is a list describing all arrangements to which the Borrowers are Borrower is a party with respect to the payment to the Borrowers Borrower of the proceeds of all credit card charges for sales by the BorrowersBorrower. (c) On or prior to the Effective Date, the Borrowers The Borrower shall have (i) delivered at the request of the Administrative Agent, at any time after the occurrence and during the continuance of a Cash Dominion Event, deliver to the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent’s interest in such DDA (each, a “DDA Notification”), and (ii) to the extent not previously delivered, deliver to the Administrative Agent on the Third Amendment Effective Date notifications to each of the Borrowers’ Borrower’s credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, (each, a “Credit Card Notification”) ), and (iiiii) entered to the extent not previously delivered, within ninety (90) days after the Third Amendment Effective Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c2.23(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses and processors, respectively. The Blocked Account Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Cash Dominion Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of CollateralNet Proceeds, and all other cash payments received by the Borrowers Borrower from any Person or from any source or on account of any sale or other transaction or event ( including any Net Proceeds from any casualty, condemnation or any similar event with respect to Revolving Priority Collateral; provided, that anything herein to the contrary notwithstanding, any such amounts arising from any casualty, condemnation or any similar event shall be remitted to the Administrative Agent within one (1) Business Day for application to the outstanding principal balance of the Revolving Loans )( all such cash receipts and collections, “Cash Receipts”), to a concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”) or such other account as otherwise directed by the Administrative Agent. In that regard, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount not to exceed $10,000 which may remain on deposit in each DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily); and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amount, not to exceed $75,000 in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each Blocked Account shall be swept daily). In the event that, notwithstanding the provisions of this Section 2.21, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such other fashion as the Borrowers may be instructed by the Administrative Agent.83 (d) At the request of the Administrative Agent, the Borrowers The Borrower shall deliver or shall cause to be delivered accurately report to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts and Concentration Accounts to ensure the proper transfer of funds as set forth above. If, If at any timetime after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrowers Borrower are deposited to any account, or held or invested in any manner other manner, otherwise than in a Blocked Account or Concentration Account that is subject to a Blocked Account Agreement or the Concentration AccountAgreement, the Administrative Agent shall require the Borrowers Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account, Administrative Agent at Xxxxx Fargo and all future deposits made to a Blocked Account or such other account as the Administrative Agent may directConcentration Account which is subject to a Blocked Account Agreement. (e) Provided no Event of Default has occurred and is continuing, the Borrowers The Borrower may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery DDAs upon prior written notice to the Administrative Agent and may open new DDAs by providing the Administrative Agent written notice thereof, together with, at the request of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) , at any time after the occurrence and during the continuance of a Cash Dominion Event, a copy of the appropriate DDA Notification for the new depository consistent with the provisions of this Section 2.21 2.23 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuing, The Borrower may close a Blocked Account or Concentration Account (other than the Borrowers may terminate or enter into new arrangements Concentration Account maintained with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement.Xxxxx Fargo) 84 (f) The Borrowers Borrower may also maintain with the Administrative Agent at Xxxxx Fargo one or more disbursement accounts (the “Xxxxx Fargo Disbursement Accounts”) to be used by the Borrowers Borrower for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Fourth Amendment Effective Date are those described in Schedule 2.21(f2.23(f). (g) The Concentration Account maintained at Xxxxx Fargo is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge Borrower acknowledges and agree agrees that (i) the Borrowers have Borrower has no right of withdrawal from the such Concentration Account, (ii) the funds on deposit in the each Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account Accounts shall be applied as provided in Section 2.22(a2.24(a). (h) Any directives No Loan Party shall deposit, or cause to be deposited, any funds into the Term Loan Priority Account other than proceeds of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) belowTerm Loan Priority Collateral. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.22(b) is a list describing all arrangements to which the Borrowers are any Borrower is a party with respect to the payment to the Borrowers any Borrower of the proceeds of all credit card charges for sales by the Borrowersany Borrower. (c) On or prior to the Effective Date, the Borrowers shall have (i) delivered deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"), and (ii) deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrowers’ Borrower's credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, (each, a “"Credit Card Notification”) "), and (iiiii) entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c2.22(c) (collectively, the “"Blocked Accounts”"), which agreements (the “"Blocked Account Agreements”") shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses and processors, respectively. The Blocked Account Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Default or Cash Control Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers from any Person or from any source or on account of any sale or other transaction or event event, including, without limitation, any Prepayment Event (all such cash receipts and collections, “"Cash Receipts”"), to a concentration account maintained by the Administrative Collateral Agent at Bank of America Fleet (the “"FRF Concentration Account”) or such other account as otherwise directed by the Administrative Agent"). In that regard, after the occurrence, and during the continuance, of a Default or Cash Control Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount any minimum balance, not to exceed $10,000 10,000, as may be required to be maintained in the subject DDA by the bank at which may remain on deposit in each such DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily)maintained; and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto, and (C) all other Cash Receipts. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuance of a Default or Cash Control Event, the Borrowers shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amountsuch minimum balance, not to exceed $75,000 10,000, as may be required to be maintained in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each subject Blocked Account shall be swept daily)by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.212.22, after the occurrence and during the continuance of a Default or Cash Control Event, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, such proceeds or collections, such Cash Receipts, proceeds, proceeds and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ ' other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Concentration Account, or dealt with in such any Borrower other fashion than as the Borrowers may be instructed by the Administrative Agent. (d) At The Borrowers shall, after the request occurrence and during the continuance of the Administrative Agenta Default or Cash Control Event, the Borrowers shall deliver or shall cause to be delivered accurately report to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, If at any time, time other than the times set forth above any cash or cash equivalents owned by the Borrowers are deposited to any account, or held or invested in any manner other manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration AccountAgreement, the Administrative Agent shall require the Borrowers to close such account and have all funds therein transferred to an account maintained by the Concentration Account, Administrative Agent at Fleet and all future deposits made to a Blocked Account or such other account as the Administrative Agent may directwhich is subject to a Blocked Account Agreement. (e) Provided no Event of Default has occurred and is continuing, the The Borrowers may (i) close DDAs, DDAs or Blocked Accounts and Securities Accounts and/or open new DDAs, DDAs or Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, 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 2.21 2.22 and otherwise satisfactory to the Administrative Agent, and (ii) enter into any agreements with credit card processors subject to the execution and delivery to the Administrative Agent of appropriate Credit Card Notifications (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.22 and otherwise satisfactory to the Administrative Agent. Provided no Event Unless the Lead Borrower shall have notified the Administrative Agent and complied with the provisions of Default has occurred and is continuingthe immediately preceding sentence, the Borrowers may terminate not maintain any bank accounts or enter into new arrangements any agreements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by processors other than the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreementones expressly contemplated herein. (f) The Borrowers may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the “"Fleet Disbursement Accounts”") to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The FRF Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge Each Borrower acknowledges and agree agrees that (i) the Borrowers have such Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 2.22(a2.23(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) below. So long as (i) Annexed hereto as Schedule 2.21(ino Default has occurred and is continuing, and (ii) no Cash Control Event has occurred and is a list continuing, daily, the Borrowers may direct, and shall have sole control over, the manner of all securities accounts at any institution disposition of its funds in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, DDA Accounts and Blocked Accounts. Effective upon notice to the Lead Borrower from the Collateral Agent (x) after the occurrence and during the continuance of a Default or an Affiliate (y) in the event of a Cash Control Event and during the Administrative Agent or the Collateral Agent) continuance thereof (collectively, with any such accounts hereafter establishedwhich notice may be given by telephone if promptly confirmed in writing), the “Securities Accounts”). Within sixty (60) days after FRF Concentration Account will, without any further action on the Effective Date, the Loan Parties shall have caused each part of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent any Borrower or the Collateral Agent or (ii) liquidatedconvert 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, with all amounts in the proceeds of FRF Concentration Account and all other Cash Receipts from time to time may be applied to the Obligations in such Investments delivered to order and manner as provided in Section 2.23 hereof, and the Administrative Agent for application may, in accordance with this Agreementits discretion, but shall not be obligated to, transfer any amounts in the FRF Concentration Account to the Fleet Disbursement Accounts.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.22(b) is a list describing all arrangements to which the Borrowers are any Borrower is a party with respect to the payment to the Borrowers a Borrower of the proceeds of all credit card charges for sales by the Borrowersa Borrower. (c) On or prior to the Effective Date, the Borrowers Lead Borrower shall have (i) delivered deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Borrowers’ Administrative Agent’s interest in such DDA (each, a “DDA Notification”), such DDA Notifications to be held in escrow by the Administrative Agent until the occurrence of a Cash Dominion Event, at which time the Administrative Agent may, in its discretion, forward such DDA Notifications to the applicable institutions, and (ii) deliver to the Administrative Agent agreements executed with each of each Borrower’s credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent Agent, (each, a “Credit Card NotificationAgreement”) ), and (iiiii) entered enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c2.22(c) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications shall direct the recipients of such notifications to comply with the written directions of the Collateral Agent received from time to time with respect to the collections of Accounts processed by such credit card clearinghouses Agreements and processors, respectively. The Blocked Account Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Cash Dominion Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all proceeds of Collateral, and all other cash payments received by the Borrowers any Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, “Cash Receipts”), to a concentration account maintained by the Administrative Collateral Agent at Bank of America (the “Bank of America Concentration Account”) or such other account as otherwise directed by the Administrative Agent). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the Bank of America Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount any minimum balance, not to exceed $10,000 2,500, as may be required to be maintained in the subject DDA by the bank at which may remain on deposit in each such DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily)maintained; and (B) the proceeds of all credit card charges (to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Bank of America Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of an amountsuch minimum balance, not to exceed $75,000 2,500, as may be required to be maintained in the aggregate, which may remain on deposit in the Blocked Accounts (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each subject Blocked Account shall be swept daily)by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.212.22, the Borrowers receive any Borrower receives or otherwise have has dominion and control of any Cash Receipts, such proceeds or collections, such Cash Receipts, proceeds, proceeds and collections shall be held in trust by the Borrowers such Borrower for the Administrative Agent and shall not be commingled with any of the Borrowers’ any Borrower’s other funds or deposited in any account of the Borrowers any Borrower and shall, within one Business Day after receipt, shall either be promptly deposited into a Blocked Account or the Bank of America Concentration Account, or dealt with in such other fashion as the Borrowers Lead Borrower may be instructed by the Administrative Agent. (d) At the request of the Administrative Agent, the Borrowers The Lead Borrower shall deliver or shall cause to be delivered accurately report to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts (other than any such amounts deposited with Bank of America) to ensure the proper transfer of funds as set forth above. If, If at any time, time other than the times set forth above any cash or cash equivalents owned by the Borrowers any Borrower are deposited to any account, or held or invested in any manner other manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration AccountAgreement, the Administrative Agent shall require the Borrowers such Borrower to close such account and have all funds therein transferred to an account maintained by the Concentration Account, Administrative Agent at Bank of America and all future deposits made to a Blocked Account or such other account as the Administrative Agent may directwhich is subject to a Blocked Account Agreement. (e) Provided no Event of Default has occurred and is continuing, the The Borrowers may close DDAs, DDAs or Blocked Accounts and Securities Accounts and/or open new DDAs, DDAs or Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, 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 2.21 2.22 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuingUnless consented to in writing by the Administrative Agent, the Borrowers may terminate not maintain any bank accounts (other than accounts that in the aggregate have balances of $2,500 or less) or enter into new arrangements any agreements with respect to the payment to the Borrowers of the proceeds of all credit card charges for sales by processors other than the Borrowers; provided, however, that the Borrowers shall deliver to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreementones expressly contemplated herein. (f) The Borrowers may shall also maintain with the Administrative Agent at Bank of America one or more disbursement accounts (the “Bank of America Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f2.22(f). (g) The Bank of America Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that that, subject to the provisions of the next to last sentence of Section 2.23(a), (i) the Borrowers have no right of withdrawal from the Bank of America Concentration Account, (ii) the funds on deposit in the Bank of America Concentration Account shall continue to be collateral security for all of the Obligations Obligations, and (iii) the funds on deposit in the Bank of America Concentration Account shall be applied as provided in Section 2.22(a2.23(a). (h) Any directives to any of the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.

Cash Receipts. (a) Annexed hereto as Schedule 2.21(a2.23(a) is a list of all present DDAsDDAs maintained by the Borrowers, which Schedule includes, with respect to each depository, depository (i) the name and address of that depository, and ; (ii) the account number(s) maintained with such depository. The Lead Borrower shall provide ; and (iii) to the Administrative Agent an updated Schedule 2.21(a) within fifteen (15) days after the end of each Fiscal Quarterextent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b2.23(b) is a list describing all arrangements to which the Borrowers are any Borrower is a party with respect to the payment to the Borrowers any Borrower of the proceeds of all credit card charges for sales by the Borrowersany Borrower. (c) On or prior to the Effective Closing Date, the Borrowers shall have shall: (i) delivered deliver to the Administrative Agent notifications executed on behalf of the Borrowers to each of the Borrowers’ credit card clearinghouses and processors of notice in form and substance satisfactory to the Administrative Agent (each, a “Credit Card Notification”) and (ii) entered into agency agreements with the banks maintaining the deposit accounts depository institution identified on Schedule 2.21(c2.23(a) (collectively, the “Blocked Accounts”), which agreements (the “Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification"). The Credit Card DDA Notifications shall direct be held in escrow by the recipients Administrative Agent until the occurrence of a Cash Dominion Event, at which time the Administrative Agent may, in its discretion, forward such notifications DDA Notifications to comply the applicable institutions, (ii) have entered into a Blocked Account Agreement with the written directions of the Collateral Agent received from time to time Wachovia with respect to the collections Wachovia Concentration Account (Account No.2055275431509) (the "Wachovia Concentration Account") in form and substance reasonably satisfactory to the Administrative Agent (the "Wachovia Blocked Account Agreement"), and (iii) deliver to the Administrative Agent an agreement (the "Credit Card Agreements") executed on behalf of Accounts processed by such the Borrowers with Fifth Third and each of the Borrowers' other major credit card clearinghouses processors (other than FNANB) in form and processors, respectively. substance reasonably satisfactory to the Administrative Agent. (d) The Blocked Account DDA Notifications and the Credit Card Agreements shall permitrequire, subject to after the terms occurrence and conditions during the continuance of this Section 2.21(c)a Cash Dominion Event, the Collateral Agent to direct the third parties to such agreements to sweep from the Blocked Accounts on each Business Day of all available cash receipts and other proceeds from the sale or disposition of Inventory and other assets, all collections of Accounts, all proceeds of any Collateral, and all other cash payments received by the Borrowers from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collectionsincluding, “Cash Receipts”)without limitation, to a concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”) or such other account as otherwise directed by the Administrative Agent. In that regard, the Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of an amount not to exceed $10,000 which may remain on deposit in each DDA (unless the Collateral Agent is exercising its rights and remedies under the Security Documents with respect to a substantial portion of the Collateral, in which case the entire contents of each DDA shall be swept daily); and (B) the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), (and with respect to be paid directly by any credit card clearinghouse or processor or, if received by any Loan Party, by such Loan Party) not otherwise provided for pursuant hereto. Further, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Accountinstitutions which maintain a DDA, net of an amount, a minimum balance not to exceed $75,000 in the aggregate, which may remain on deposit in the Blocked Accounts 10,000) to (unless x) a concentration account maintained by the Collateral Agent is exercising its rights and remedies under at Fleet (the Security Documents with respect to a substantial portion of "FRF Concentration Account"), (y) the Collateral, in which case the entire contents of each Blocked Account shall be swept daily). In the event that, notwithstanding the provisions of this Section 2.21, the Borrowers receive or otherwise have dominion and control of any Cash Receipts, proceeds or collections, such Cash Receipts, proceeds, and collections shall be held in trust by the Borrowers for the Administrative Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of the Borrowers and shall, within one Business Day after receipt, either be deposited into a Blocked Account or the Wachovia Concentration Account, or dealt with in such other fashion as the Borrowers may be instructed by the Administrative Agent. (dz) At the request of the Administrative Agent, the Borrowers shall deliver or shall cause to be delivered to the Administrative Agent accurate reports of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If, at any time, any cash or cash equivalents owned by the Borrowers are held or invested in any manner other than in a Blocked Account that is subject to a Blocked Account Agreement or the Concentration Account, the Administrative Agent shall require the Borrowers to have all funds transferred to the Concentration Account, a Blocked Account or such other account as the Administrative Agent may direct. (e) Provided no Event of Default has occurred and is continuing, the The Borrowers may close DDAs, Blocked Accounts and Securities Accounts and/or open new DDAs, Blocked Accounts and Securities Accounts, subject to, in the case of Blocked Accounts, the execution and delivery shall cause FNANB to the Administrative Agent of appropriate Blocked Account Agreements (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.21 and otherwise satisfactory to the Administrative Agent. Provided no Event of Default has occurred and is continuing, the Borrowers may terminate or enter into new arrangements with respect to the payment to the Borrowers of the forward all proceeds of all credit card charges for sales owed to the Borrowers and other proceeds of Collateral to the Wachovia Concentration Account. Prior to the occurrence of a Cash Dominion Event, FNANB may deduct from such proceeds any amounts due to FNANB by the Borrowers; providedBorrowers and remit the net amount to the Wachovia Concentration Account. After the occurrence of a Cash Dominion Event, however, that the Borrowers shall deliver cause FNANB to remit the gross amounts due the Borrowers to the Administrative Agent a Credit Card Notification for any new arrangement promptly after entering into such new agreement. (f) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll, sales taxes, or withholding taxes) in the ordinary course of business or as otherwise permitted hereunder; provided that such Disbursement Accounts are subject to a security interest in favor of the Collateral Agent for the benefit of itself and the Secured Parties. The only Disbursement Accounts as of the Effective Date are those described in Schedule 2.21(f). (g) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrowers acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Wachovia Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied without deduction or offset, except as provided in Section 2.22(a). (h) Any directives to any of 6.01 and the Borrowers’ credit card clearinghouses or processors or any institution at which a Blocked Account or Securities Account is maintained shall be consistent with the provisions first sentence of Section 2.21(c) above and Section 2.21(i) below. (i) Annexed hereto as Schedule 2.21(i) is a list of all securities accounts at any institution in which any Loan Party holds any Investments (other than securities accounts located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent) (collectively, with any such accounts hereafter established, the “Securities Accounts”). Within sixty (60) days after the Effective Date, the Loan Parties shall have caused each of the Investments in each of the Securities Accounts to be either (i) transferred to a Securities Account located at the Administrative Agent, the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral Agent or (ii) liquidated, with the proceeds of such Investments delivered to the Administrative Agent for application in accordance with this Agreement.7.02