Common use of Cash Receipts Clause in Contracts

Cash Receipts. Annexed hereto as Schedule 2.23(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. Annexed hereto as Schedule 2.23(b) is a list describing all arrangements to which the Borrower is a party with respect to the payment to the Borrower of the proceeds of all credit card charges for sales by the Borrower. The Borrower shall (i) deliver to the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent's interest in such DDA (each, a "DDA Notification") within thirty (30) days after the Closing Date, and (ii) deliver to the Administrative Agent on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) within thirty (30) days after the Closing Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.23(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, "Cash Receipts"), to a concentration account maintained by the Collateral Agent at Fleet (the "FRF Concentration Account"). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until a Cash Dominion Event has occurred and has not been discontinued, the Borrower shall have full control and dominion over, and may use, any and all cash and Cash Receipts as the Borrower may determine in its sole discretion and shall not be required to deposit or transfer, or cause to be deposited or transferred, any cash or Cash Receipts into the FRF Concentration Account. The Borrower shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement, the Administrative Agent shall require the Borrower to close such account and have all funds therein transferred to an account maintained by the Administrative Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. The Borrower may close DDAs upon prior written notice to the Administrative Agent and may open new DDAs by providing the Administrative Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Account and may open new Blocked Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrower acknowledges and agrees that (i) the Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 2.24(a).

Cash Receipts. (a) Annexed hereto as Schedule 2.23(a2.22(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. . (b) Annexed hereto as Schedule 2.23(b2.22(b) is a list describing all arrangements to which the any Borrower is a party with respect to the payment to the any Borrower of the proceeds of all credit card charges for sales by any Borrower. (c) On or prior to a date forty-five (45) days following the Borrower. The Borrower Effective Date, the Borrowers shall have (i) deliver delivered 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") within thirty (30) days after the Closing Date, and (ii) deliver to the Administrative Agent on the Closing Date notifications Borrowers to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, consistent with the notifications given under the Prior Credit Agreement (each, a "Credit Card Notification"), and (iiiii) within thirty (30) days after the Closing Date, enter entered into agency agreements with the banks maintaining the deposit accounts DDAs identified on Schedule 2.23(c2.22(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance 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 DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, require the sweep on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower 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 Collateral Agent at Fleet (the "FRF Concentration Account")) at a bank that shall be designated as 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, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower 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, each such transfer to be net of any minimum balance, not to exceed (1) $5,000, 20,000 with respect to the Loan Parties' ▇▇▇▇▇ cash accounts described on Schedule 2.22(a) as may be required "Regional Checking Accounts" and (2) $5,000 with respect to be maintained in the subject DDA by the bank at which such DDA is maintainedany other DDA; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower 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 $5,0002,500, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion EventSECTION 2.22, the Borrower receives Loan Parties receive or otherwise has have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower Loan Parties for the Administrative Agent and shall not be commingled with any of the Borrower's Loan Parties' other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such any Loan Party other fashion than as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until a Cash Dominion Event has occurred and has not been discontinued, the Borrower shall have full control and dominion over, and may use, any and all cash and Cash Receipts as the Borrower may determine in its sole discretion and shall not be required to deposit or transfer, or cause to be deposited or transferred, any cash or Cash Receipts into the FRF Concentration Account. . (d) The Borrower 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 after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower 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, the Administrative Agent shall require the Borrower Loan Parties to close such account and have all funds therein transferred to an account maintained by at a bank satisfactory to the Administrative Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. The Borrower may close DDAs upon prior written notice Without limiting the foregoing, the Loan Parties shall 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 the Administrative Agent and may open new DDAs by providing the Administrative Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may close be deposited into a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Account as and may open new Blocked Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrower when received for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrower acknowledges and agrees that (i) the Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all repayment of the Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 2.24(a)accordance with SECTION 2.

Cash Receipts. Annexed hereto as Schedule 2.23(a(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. Annexed hereto as Schedule 2.23(b) is a list describing all arrangements to which the Borrower is a party with respect to the payment to the Borrower of the proceeds of all credit card charges for sales by the Borrower. The Borrower Each Loan Party shall (i) deliver to within 90 days after the Effective Date (or such longer period as the Administrative Agent notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained may agree in its sole discretion)) enter into a blocked account agreement (each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Administrative Agent, of with the Administrative Agent's interest in Collateral Agent and any financial institution with which such DDA Loan Party maintains any account which is not an Excluded Account (eachsuch accounts collectively, a "DDA Notification") within thirty (30) the “Blocked Accounts”). Within 60 days after the Closing DateEffective Date (or such longer period as the Administrative Agent may agree in its sole discretion), Borrower shall open a new deposit account (and enter into a Blocked Account Control Agreement with respect thereto) at the same depositary intuition where Borrower maintains its primary concentration, collection, and 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 integration of such account into the cash management procedures of the Borrower, constitute a Blocked Account, such Loan Party shall enter into a Blocked Account Agreement with respect thereto within 90 days following the date such Blocked Account is acquired (iior such longer period as the Administrative Agent may agree to in its sole discretion). (b) deliver Each Blocked Account Agreement relating to any Blocked Account shall require, after the delivery of written notice of a Cash Dominion Period from the Collateral Agent to the applicable financial institution with which such Blocked Account is maintained (which the Collateral Agent may, or upon the request of the Required Lenders shall, provide upon its becoming aware of such a Cash Dominion Period), with a copy to the Borrower, the ACH or wire transfer no less frequently than once per Business Day (unless the Termination Date shall have occurred), of all available Cash balances and Cash receipts, 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 any time a Cash Dominion Period exists and is continuing and the Collateral Agent has delivered the written notices described above in this paragraph to the applicable financial institutions, amounts shall be swept from the Blocked Accounts to the Administrative Agent on Account as provided herein. (c) The Loan Parties shall promptly notify the Closing Administrative Agent of any Blocked Account established or maintained after the Effective Date notifications by a Loan Party. The Loan Parties may close Blocked Accounts and/or open new Blocked Accounts, but solely in the case of opening any new Blocked Accounts, subject to each the execution and delivery to the Administrative Agent prior to the date such Blocked Account 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 Borrower's credit card clearinghouses provisions of this Section 2.15 and processors of notice in form otherwise reasonably satisfactory to the Administrative Agent. (d) 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 (except as expressly provided in Section 2.05(c)(ii) or Section 4.04(b)), (each, a "Credit Card Notification")ii) the funds on deposit in the Administrative Agent Account shall at all times continue to be collateral security for all of the Secured Obligations, and (iii) within thirty (30) days after the Closing Date, enter into agency agreements with funds on deposit in the banks maintaining the deposit accounts identified on Schedule 2.23(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Administrative Agent Account Agreements") shall be applied as provided in form and substance satisfactory to the Administrative Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account of any sale or other transaction or event (all such cash receipts and collections, "Cash Receipts"), to a concentration account maintained by the Collateral Agent at Fleet (the "FRF Concentration Account"). In that regard, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to a Blocked Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintainedthis Agreement. In the event that, notwithstanding the provisions of this Section 2.232.15, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower any Loan Party receives or otherwise 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 Borrower such Loan Party for the Administrative Agent Agent, and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either promptly be deposited into a Blocked the Administrative Agent Account or the FRF Concentration Account, or dealt with in such other fashion as the Borrower such Loan Party may be instructed by the Administrative Agent. For purposes . (e) Upon the commencement of clarity, until a Cash Dominion Event has occurred Period and has not been discontinuedfor so long as the same is continuing, the Borrower shall have full control and dominion over, and Collateral Agent may use, any and direct that all cash and Cash Receipts as amounts in the Borrower may determine in its sole discretion and shall not Blocked Accounts be required to deposit or transfer, or cause to be deposited or transferred, any cash or Cash Receipts into the FRF Concentration Account. The Borrower shall accurately report paid to the Administrative Agent all amounts deposited 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 to ensure Accounts. (f) Any amounts held or received in the proper transfer of funds as set forth above. If Administrative Agent Account (including all interest and other earnings with respect thereto, if any) at any time after the occurrence when (i) all Obligations (whether or not due, other than Contingent Indemnification Obligations) shall have been paid in full and during the continuance no Lender shall have any Revolving Credit Commitment hereunder or (ii) all Events of a Default have been cured and no Cash Dominion EventPeriod exists, any cash or cash equivalents owned shall be remitted to an account of the Borrower (as directed by the Borrower are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement, the Administrative Agent shall require the Borrower to close such account and have all funds therein transferred to an account maintained by the Administrative Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. The Borrower may close DDAs upon prior written notice to the Administrative Agent and may open new DDAs by providing the Administrative Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Account and may open new Blocked Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. The Borrower acknowledges and agrees that (i) the Borrower has no right of withdrawal from the FRF Concentration Account, (ii) the funds on deposit in the FRF Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the FRF Concentration Account shall be applied as provided in Section 2.24(awriting).

Cash Receipts. Annexed hereto (a) The Borrowers shall deliver to the Agent (i) on the Effective Date and thereafter annually (or at such times as Schedule 2.23(a) is the Agent may reasonably request following the occurrence and during the continuance of a Cash Dominion Event), a list of all present DDAsDDAs maintained by the Credit Parties, which Schedule list includes, with respect to each depository (iA) the name and address of that depository; (iiB) the account number(s) maintained with such depository; and (iiiC) to the extent known, a contact person at such depository. depository (the “DDA List”), (ii) upon the occurrence of an Event of Default at the request of the Agent, notifications executed on behalf of the Credit Parties to each depository institution identified on the DDA List in form and substance reasonably satisfactory to the Agent, of the Agent’s interest in such DDA as described more fully in Section 2.21(d) and substantially in the form of Exhibit G (each, a “DDA Notification”), and (iii) on or prior to the Effective Date and periodically thereafter notifications (the “Credit Card Notifications”) executed on behalf of the Credit Parties with each of the Credit Parties’ major credit card and debit card processors in form and substance reasonably satisfactory to the Agent. (b) Annexed hereto as Schedule 2.23(b2.21(b) is a list describing all arrangements to which the Borrower any Credit Party is a party with respect to the payment to the Borrower any Credit Party of the proceeds of all credit card and debit card charges for sales by such Credit Party. (c) Annexed hereto as Schedule 2.21(c) is a list describing all Concentration Accounts and Investment Accounts maintained by the BorrowerCredit Parties. The Borrower shall (i) deliver On or prior 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") within thirty (30) days after the Closing Effective Date, and (ii) deliver to the Administrative Agent on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) within thirty (30) days after the Closing Date, Parties shall enter into agency agreements an Account Control Agreement with the banks maintaining Controlled Account Banks for the deposit accounts identified on Schedule 2.23(c) (collectivelyConcentration Accounts and the Investment Accounts, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in each case in form and substance reasonably satisfactory to the Administrative Agent. . (d) The DDA Notifications, Notifications and Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account disposition of any sale or other transaction or event Collateral, including, without limitation, the proceeds of all credit card and debit card charges (all such cash receipts and collectionsproceeds, "“Cash Receipts"”), to (x) a concentration account maintained by the Collateral Agent at Fleet Bank of America (the "FRF “Bank of America Concentration Account"”). In that regard, or (y) a Controlled Account, as the Agent may direct. (e) The Account Control Agreements shall require, in respect of DDAs maintained by the Domestic Credit Parties or Canadian Credit Parties, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause sweep on each Business Day of all Cash Receipts to the ACH or wire transfer to a Blocked Bank of America Concentration Account or to such other account as the FRF Agent may direct, and with respect to the Canadian Credit Parties, to a Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA Account established by the bank at which such DDA is maintained; and (B) Canadian Credit Parties or as the proceeds Agent may otherwise direct. Notwithstanding any provision of all credit card charges not otherwise provided for pursuant hereto. Further, after this Agreement or any other Loan Document to the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstandingcontrary, the Borrower Agent shall cause the ACH not send a notice of exclusive control regarding or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be otherwise exercise control over (i) any DDA maintained in the subject Blocked Account by the bank at which such Blocked Domestic Credit Parties or Canadian Credit Parties subject to an Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until Control Agreement unless a Cash Dominion Event has shall have occurred and has not been discontinued, the Borrower shall have full be continuing and will withdraw such notice of exclusive control and dominion overrelinquish such control at such time as a Cash Dominion Event is no longer in effect, and may useif requested in writing, any and all cash and Cash Receipts as by the Borrower may determine in its sole discretion and shall not be required to deposit or transferLead Borrower, or cause to be deposited or transferred, (ii) any cash or Cash Receipts into the FRF Concentration Account. 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. Excluded DDA. (f) If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower Credit Parties are deposited to any accountaccount (other than an Excluded DDA or a DDA for which a DDA Notification has been delivered), or held or invested in any manner, otherwise than in a Blocked Controlled Account that is subject to a Blocked an Account AgreementControl Agreement as required herein, then the Administrative Agent shall may require the Borrower such Credit Parties to close such account and have all funds therein held in such account transferred to an account maintained the Bank of America Concentration Account or such other Controlled Account as the Agent may direct, and with respect to the Canadian Credit Parties, to a Concentration Account established by the Administrative Canadian Credit Parties or as the Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. may otherwise direct. (g) The Borrower Credit Parties may close DDAs upon prior written notice to the Administrative Agent and may or Controlled Accounts and/or open new DDAs by providing or Controlled Accounts, subject to the Administrative execution and delivery to the Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository Notifications or Account Control Agreements consistent with the provisions of this Section 2.23 2.21. Unless consented to in writing by the Agent, the Credit Parties may not enter into any agreements with additional credit card processors unless contemporaneously therewith, a Credit Card Notification is executed and otherwise satisfactory delivered to the Administrative Agent. . (h) The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Bank of America Concentration Account and may open new Blocked the Concentration Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used established by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date Canadian Credit Parties are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, remain under the sole dominion and control of the Collateral Agent. The Borrower Each Credit Party acknowledges and agrees that that, subject to the provisions of subparagraph (i) the Borrower below, (i) such Credit Party has no right of withdrawal from the FRF Bank of America Concentration AccountAccount and the Concentration Accounts established by the Canadian Credit Parties, (ii) the funds on deposit in the FRF Bank of America Concentration Account shall continue to be collateral security for all of the Obligations (including the Canadian Liabilities and the UK Liabilities), (iii) the funds on deposit in the FRF Concentration Accounts established by the Canadian Credit Parties shall continue to be collateral security for all of the Canadian Liabilities and the UK Liabilities, and (iv) the funds on deposit in the Bank of America Concentration Account shall be applied as provided in Section 2.24(aSections 2.22(a) or 7.4, as applicable. (i) So long as no Cash Dominion Event has occurred and is continuing, the Domestic Credit Parties and Canadian Credit Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDAs and the Controlled Accounts. (j) After the occurrence and during the continuation of a Cash Dominion Event, the Credit Parties shall cause the ACH or wire transfer to, upon the Agent’s instruction, any Controlled Account, no less frequently than daily (unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of the then current contents of each such DDA (other than any Excluded DDA), each such transfer to be net of any minimum balance, not to exceed with respect to any DDA (other than any Excluded DDA) $2,500, 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 Credit Parties shall also provide the Agent with an accounting of the contents of each DDA (other than any Excluded DDA). (k) After the occurrence and during the continuation of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Credit Parties shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Bank of America Concentration Account of the then current entire ledger balance of each Controlled Account, net of such minimum balance, not to exceed $10,000, as may be required to be maintained in the subject Controlled Account by the bank at which such Controlled Account is maintained; provided that amounts in Controlled Accounts established by the Canadian Credit Parties shall be delivered only to a concentration account at Bank of America-Canada Branch or as the Agent may otherwise direct. (l) In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of a Cash Dominion Event in respect of the Domestic Credit Parties or the Canadian Credit Parties, a Credit Party receives or otherwise has dominion and control of any such proceeds or collections (other than proceeds deposited in any Excluded DDA), such proceeds and collections shall be held in trust by such Credit Party for the Agent, and shall not be commingled with any of such Credit Party’s other funds or deposited in any account of such Credit Party other than as instructed by the Agent. (m) After the occurrence and during the continuation of a Cash Dominion Event, the Credit Parties shall deliver to the Agent on each anniversary of the Effective Date (or at such other times as the Agent may reasonably request), a list of all Account Debtors, which list includes, with respect to each Account Debtor (i) the name, address, and telephone number of that Account Debtor; (ii) the account/reference numbers for such Account Debtor; and (iii) to the extent known, a contact person at such Account Debtor. (n) Notwithstanding anything contained herein to the contrary, the provisions of this Section 2.21 shall not apply to the UK Credit Parties until the establishment of the UK Borrowing Base. Upon the establishment of the UK Borrowing Base, and as a condition precedent to the establishment of the UK Borrowing Base, the UK Credit Parties will comply with all of the provisions of this Section 2.21 in a manner reasonably determined by the Agent and the Lead Borrower.

Cash Receipts. Annexed hereto (a) The Borrowers shall deliver to the Agent (i) on the Effective Date and thereafter annually (or at such times as Schedule 2.23(a) is the Agent may reasonably request following the occurrence and during the continuance of a Cash Dominion Event), a list of all present DDAsDDAs maintained by the Credit Parties, which Schedule list includes, with respect to each depository (iA) the name and address of that depository; (iiB) the account number(s) maintained with such depository; and (iiiC) to the extent known, a contact person at such depository. depository (the “DDA List”), (ii) upon the occurrence of an Event of Default at the request of the Agent, notifications executed on behalf of the Credit Parties to each depository institution identified on the DDA List in form and substance reasonably satisfactory to the Agent, of the Agent’s interest in such DDA as described more fully in Section 2.21(d) and substantially in the form of Exhibit G (each, a “DDA Notification”), and (iii) on or prior to the Effective Date and periodically thereafter notifications (the “Credit Card Notifications”) executed on behalf of the Credit Parties with each of the Credit Parties’ major credit card and debit card processors in form and substance reasonably satisfactory to the Agent. (b) Annexed hereto as Schedule 2.23(b2.21(b) is a list describing all arrangements to which the Borrower any Credit Party is a party with respect to the payment to the Borrower any Credit Party of the proceeds of all credit card and debit card charges for sales by such Credit Party. (c) Annexed hereto as Schedule 2.21(c) is a list describing all Concentration Accounts and Investment Accounts maintained by the BorrowerCredit Parties. The Borrower shall (i) deliver On or prior 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") within thirty (30) days after the Closing Effective Date, the Credit Parties shall enter into an Account Control Agreement with the Controlled Account Banks for the Concentration Accounts and (ii) deliver to the Administrative Agent Investment Accounts other than the Pinacle Liquidity Management Account as defined on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"Schedule 2.21(c)), and (iii) within thirty (30) days after the Closing Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.23(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in each case in form and substance reasonably satisfactory to the Administrative Agent. . (d) The DDA Notifications, Notifications and Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account disposition of any sale or other transaction or event Collateral, including, without limitation, the proceeds of all credit card and debit card charges (all such cash receipts and collectionsproceeds, "“Cash Receipts"”), to (x) a concentration account maintained by the Collateral Agent at Fleet Bank of America (the "FRF “Bank of America Concentration Account"”). In that regard, or (y) a Controlled Account, as the Agent may direct. (e) The Account Control Agreements shall require, in respect of DDAs maintained by the Domestic Credit Parties or Canadian Credit Parties, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause sweep on each Business Day of all Cash Receipts to the ACH or wire transfer to a Blocked Bank of America Concentration Account or to such other account as the FRF Agent may direct, and with respect to the Canadian Credit Parties, to a Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA Account established by the bank at which such DDA is maintained; and (B) Canadian Credit Parties or as the proceeds Agent may otherwise direct. Notwithstanding any provision of all credit card charges not otherwise provided for pursuant hereto. Further, after this Agreement or any other Loan Document to the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstandingcontrary, the Borrower Agent shall cause the ACH not send a notice of exclusive control regarding or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be otherwise exercise control over (i) any DDA maintained in the subject Blocked Account by the bank at which such Blocked Domestic Credit Parties or Canadian Credit Parties subject to an Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until Control Agreement unless a Cash Dominion Event has shall have occurred and has not been discontinued, the Borrower shall have full be continuing and will withdraw such notice of exclusive control and dominion overrelinquish such control at such time as a Cash Dominion Event is no longer in effect, and may useif requested in writing, any and all cash and Cash Receipts as by the Borrower may determine in its sole discretion and shall not be required to deposit or transferLead Borrower, or cause to be deposited or transferred, (ii) any cash or Cash Receipts into the FRF Concentration Account. 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. Excluded DDA. (f) If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower Credit Parties are deposited to any accountaccount (other than an Excluded DDA or a DDA for which a DDA Notification has been delivered), or held or invested in any manner, otherwise than in a Blocked Controlled Account that is subject to a Blocked an Account AgreementControl Agreement as required herein, then the Administrative Agent shall may require the Borrower such Credit Parties to close such account and have all funds therein held in such account transferred to an account maintained the Bank of America Concentration Account or such other Controlled Account as the Agent may direct, and with respect to the Canadian Credit Parties, to a Concentration Account established by the Administrative Canadian Credit Parties or as the Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. may otherwise direct. (g) The Borrower Credit Parties may close DDAs upon prior written notice to the Administrative Agent and may or Controlled Accounts and/or open new DDAs by providing or Controlled Accounts, subject to the Administrative execution and delivery to the Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository Notifications or Account Control Agreements consistent with the provisions of this Section 2.23 2.21. Unless consented to in writing by the Agent, the Credit Parties may not enter into any agreements with additional credit card processors unless contemporaneously therewith, a Credit Card Notification is executed and otherwise satisfactory delivered to the Administrative Agent. . (h) The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Bank of America Concentration Account and may open new Blocked the Concentration Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used established by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date Canadian Credit Parties are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, remain under the sole dominion and control of the Collateral Agent. The Borrower Each Credit Party acknowledges and agrees that that, subject to the provisions of subparagraph (i) the Borrower below, (i) such Credit Party has no right of withdrawal from the FRF Bank of America Concentration AccountAccount and the Concentration Accounts established by the Canadian Credit Parties, (ii) the funds on deposit in the FRF Bank of America Concentration Account shall continue to be collateral security for all of the Obligations (including the Canadian Liabilities and the UK Liabilities), (iii) the funds on deposit in the FRF Concentration Accounts established by the Canadian Credit Parties shall continue to be collateral security for all of the Canadian Liabilities and the UK Liabilities, and (iv) the funds on deposit in the Bank of America Concentration Account shall be applied as provided in Section 2.24(a)Sections 2.22(a) or 7.4 or 7.5, as applicable. (i) So long as no Cash Dominion Event has occurred and is continuing, the Domestic Credit Parties and Canadian Credit Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDAs and the Controlled Accounts.

Cash Receipts. Annexed hereto (a) The Borrowers shall deliver to the Agent (i) on the Effective Date and thereafter annually (or at such times as Schedule 2.23(a) is the Agent may reasonably request following the occurrence and during the continuance of a Cash Dominion Event), a list of all present DDAsDDAs maintained by the Borrowers, which Schedule list includes, with respect to each depository (iA) the name and address of that depository; (iiB) the account number(s) maintained with such depository; and (iiiC) to the extent known, a contact person at such depository. depository (the “DDA List”), (ii) upon the occurrence of an Event of Default at the request of the Agent, notifications executed on behalf of the Borrowers to each depository institution identified on the DDA List in form and substance reasonably satisfactory to the Agent, of the Agent’s interest in such DDA as described more fully in Section 2.21(d) and substantially in the form of Exhibit G (each, a “DDA Notification”), and (iii) on or prior to the Effective Date and periodically thereafter notifications (the “Credit Card Notifications”) executed on behalf of the Borrowers with each of the Borrowers’ major credit card and debit card processors in form and substance reasonably satisfactory to the Agent.. (b) Annexed hereto as Schedule 2.23(b2.21(b) is a list describing all arrangements to which the any Borrower is a party with respect to the payment to the any Borrower of the proceeds of all credit card and debit card charges for sales by such Borrower. (c) Annexed hereto as Schedule 2.21(c) is a list describing all Concentration Accounts and Investment Accounts maintained by the BorrowerBorrowers. The Borrower shall (i) deliver On or prior 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") within thirty (30) days after the Closing Effective Date, and (ii) deliver to the Administrative Agent on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) within thirty (30) days after the Closing Date, Borrowers shall enter into agency agreements an Account Control Agreement with the banks maintaining Controlled Account Banks for the deposit accounts identified on Schedule 2.23(c) (collectivelyConcentration Accounts and the Investment Accounts, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in each case in form and substance reasonably satisfactory to the Administrative Agent. . (d) The DDA Notifications, Notifications and Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account disposition of any sale or other transaction or event Collateral, including, without limitation, the proceeds of all credit card and debit card charges (all such cash receipts and collectionsproceeds, "“Cash Receipts"”), to (x) a concentration account maintained by the Collateral Agent at Fleet Bank of America (the "FRF “Bank of America Concentration Account"”). In that regard, or (y) a Controlled Account, as the Agent may direct. (e) The Account Control Agreements shall require, in respect of DDAs maintained by the Domestic Borrowers or Canadian Borrower, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause sweep on each Business Day of all Cash Receipts to the ACH or wire transfer to a Blocked Bank of America Concentration Account or to such other account as the FRF Agent may direct, and with respect to the Canadian Borrower, to a Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA Account established by the bank at which such DDA is maintained; and (B) Canadian Borrower or as the proceeds Agent may otherwise direct. Notwithstanding any provision of all credit card charges not otherwise provided for pursuant hereto. Further, after this Agreement or any other Loan Document to the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstandingcontrary, the Borrower Agent shall cause the ACH not send a notice of exclusive control regarding or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be otherwise exercise control over (i) any DDA maintained in the subject Blocked Account by the bank at which such Blocked Domestic Borrowers or Canadian Borrower subject to an Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion as the Borrower may be instructed by the Administrative Agent. For purposes of clarity, until Control Agreement unless a Cash Dominion Event has shall have occurred and has not been discontinued, the Borrower shall have full be continuing and will withdraw such notice of exclusive control and dominion overrelinquish such control at such time as a Cash Dominion Event is no longer in effect, and may useif requested in writing, any and all cash and Cash Receipts as by the Borrower may determine in its sole discretion and shall not be required to deposit or transferLead Borrower, or cause to be deposited or transferred, (ii) any cash or Cash Receipts into the FRF Concentration Account. 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. Excluded DDA. (f) If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower Borrowers are deposited to any accountaccount (other than an Excluded DDA or a DDA for which a DDA Notification has been delivered), or held or invested in any manner, otherwise than in a Blocked Controlled Account that is subject to a Blocked an Account AgreementControl Agreement as required herein, then the Administrative Agent shall may require the Borrower such Borrowers to close such account and have all funds therein held in such account transferred to an account maintained the Bank of America Concentration Account or such other Controlled Account as the Agent may direct, and with respect to the Canadian Borrower, to a Concentration Account established by the Administrative Canadian Borrower or as the Agent at Fleet and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. may otherwise direct. (g) The Borrower Borrowers may close DDAs upon prior written notice to the Administrative Agent and may or Controlled Accounts and/or open new DDAs by providing or Controlled Accounts, subject to the Administrative execution and delivery to the Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository Notifications or Account Control Agreements consistent with the provisions of this Section 2.23 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with additional credit card processors unless contemporaneously therewith, a Credit Card Notification is executed and otherwise satisfactory delivered to the Administrative Agent. . (h) The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Bank of America Concentration Account and may open new Blocked the Concentration Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used established by the Canadian Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF Concentration Account is, and shall remain, remain under the sole dominion and control of the Collateral Agent. The Each Borrower acknowledges and agrees that that, subject to the provisions of subparagraph (i) the below, (i) such Borrower has no right of withdrawal from the FRF Bank of America Concentration AccountAccount and the Concentration Accounts established by the Canadian Borrower, (ii) the funds on deposit in the FRF Bank of America Concentration Account shall continue to be collateral security for all of the Obligations (including the Canadian Liabilities and the UK Liabilities), (iii) the funds on deposit in the FRF Concentration Accounts established by the Canadian Borrower shall continue to be collateral security for all of the Canadian Liabilities and the UK Liabilities, and (iv) the funds on deposit in the Bank of America Concentration Account shall be applied as provided in Section 2.24(aSections 2.22(a) or 7.4, as applicable. (i) So long as no Cash Dominion Event has occurred and is continuing, the Domestic Borrowers and Canadian Borrower may direct, and shall have sole control over, the manner of disposition of its funds in the DDAs and the Controlled Accounts. (j) After the occurrence and during the continuation of a Cash Dominion Event, the Borrowers shall cause the ACH or wire transfer to, upon the Agent’s instruction, any Controlled Account, no less frequently than daily (unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of the then current contents of each such DDA (other than any Excluded DDA), each such transfer to be net of any minimum balance, not to exceed with respect to any DDA (other than any Excluded DDA) $2,500, 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 Borrowers shall also provide the Agent with an accounting of the contents of each DDA (other than any Excluded DDA). (k) After the occurrence and during the continuation of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent’s instruction, to the Bank of America Concentration Account of the then current entire ledger balance of each Controlled Account, net of such minimum balance, not to exceed $10,000, as may be required to be maintained in the subject Controlled Account by the bank at which such Controlled Account is maintained; provided that amounts in Controlled Accounts established by the Canadian Borrower shall be delivered only to a concentration account at Bank of America-Canada Branch or as the Agent may otherwise direct. (l) In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of a Cash Dominion Event in respect of the Domestic Borrowers or the Canadian Borrower, a Borrower receives or otherwise has dominion and control of any such proceeds or collections (other than proceeds deposited in any Excluded DDA), such proceeds and collections shall be held in trust by such Borrower for the Agent, and shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower other than as instructed by the Agent. (m) After the occurrence and during the continuation of a Cash Dominion Event, the Borrowers shall deliver to the Agent on each anniversary of the Effective Date (or at such other times as the Agent may reasonably request), a list of all Account Debtors, which list includes, with respect to each Account Debtor (i) the name, address, and telephone number of that Account Debtor; (ii) the account/reference numbers for such Account Debtor; and (iii) to the extent known, a contact person at such Account Debtor (the “Account Debtor List”). (n) Notwithstanding anything contained herein to the contrary, the provisions of Section 2.21 shall not apply to the UK Borrower until the exercise of the UK Increase Option. Upon the exercise of the UK Increase Option, and as a condition precedent to the exercise of the UK Increase Option, the UK Borrower will comply with all of the provisions of this Section 2.21 in a manner determined by the Agent in its sole discretion.

Cash Receipts. Annexed hereto as Schedule 2.23(a(a) is At the request of the Agent, the Borrowers shall deliver to the Agent (i) at any time after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall deliver to the Agent (i) a list of all present DDAsDDAs maintained by the Borrowers, which Schedule list includes, with respect to each depository (iA) the name and address of that depository; (iiB) the account number(s) maintained with such depository; and (iiiC) to the extent known, a contact person at such depository. depository (the “DDA List”), (ii) at any time after the occurrence and during the continuance of a Cash Dominion Event, notifications executed on behalf of the Borrowers to each depository institution identified on the DDA List in form and substance reasonably satisfactory to the Agent, of the Agent's interest in such DDA (each, a “DDA Notification”), and (iii) on the Second Amendment Effective Date, notifications (the “Credit Card Notifications”) executed on behalf of the Borrowers with each of the Borrowers' major credit card processors in form and substance reasonably satisfactory to the Agent; provided that the Agent shall deliver the Credit Card Notifications to the Credit Card Processors only upon the occurrence and during the continuance of a Cash Dominion Event. (b) Annexed hereto as Schedule 2.23(b[2.21(b)]2.21(b) is a list describing all arrangements to which the any Borrower is a party with respect to the payment to the any Borrower of the proceeds of all credit card charges for sales by the such Borrower. The Borrower shall . (ic) deliver On or prior to the Administrative Agent notifications executed on behalf of Second Amendment Effective, Date 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, Borrowers shall have entered into a "DDA Notification") within thirty (30) days after the Closing Date, and (ii) deliver to the Administrative Agent on the Closing Date notifications to each of the Borrower's credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a "Credit Card Notification"), and (iii) within thirty (30) days after the Closing Date, enter into agency agreements Blocked Account Agreement with the banks maintaining the deposit accounts identified Blocked Account Banks as set forth on Schedule 2.23(c2.21(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be hereto in form and substance reasonably satisfactory to the Administrative Agent; it being understood and agreed that no Blocked Account Agreements shall be required in respect of any Excluded Accounts or Specified Accounts. 58[58] (d) The DDA Notifications, Notifications and Credit Card Notifications and Blocked Account Agreements shall require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory and other assets, all collections of Accounts, all Net Proceeds, and all other cash payments received by the Borrower from any Person or from any source or on account disposition of any sale or other transaction or event Collateral, including, without limitation, the proceeds of all credit card charges (all such cash receipts and collectionsproceeds, "“Cash Receipts"”), to (x) a concentration account maintained by the Collateral Agent Borrowers at Fleet Bank of America, which shall be a Blocked Account (the "FRF “Bank of America Concentration Account"”). In that regard, or (z) another Blocked Account, as the Agent may direct. (e) The Blocked Account Agreements (other than the Blocked Account Agreement with respect to the Bank of America Concentration Account) shall require, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause sweep on each Business Day of all Cash Receipts to the ACH or wire transfer to a Blocked Bank of America Concentration Account or to the FRF Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (A) the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $5,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained; and (B) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Further, after the occurrence and during the continuance of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrower shall cause the ACH or wire transfer to the FRF Concentration Account, no less frequently than daily, of the then entire ledger balance of each Blocked Account, net of such minimum balance, not to exceed $5,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained. In the event that, notwithstanding the provisions of this Section 2.23, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrower for the Administrative Agent and shall not be commingled with any of the Borrower's other funds or deposited in any account of the Borrower and shall, within one (1) Business Day after receipt, either be deposited into a Blocked Account or the FRF Concentration Account, or dealt with in such other fashion account as the Borrower Agent may be instructed by the Administrative Agent. For purposes of clarity, until a Cash Dominion Event has occurred and has not been discontinued, the Borrower shall have full control and dominion over, and may use, any and all cash and Cash Receipts as the Borrower may determine in its sole discretion and shall not be required to deposit or transfer, or cause to be deposited or transferred, any cash or Cash Receipts into the FRF Concentration Account. The Borrower shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. direct. (f) If at any time after the occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower 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 AgreementAgreement as required herein, the Administrative Agent shall require the Borrower Borrowers to close such account and have all funds therein held in such account transferred to an account maintained by the Administrative Agent at Fleet and all future deposits made to a Bank of America Concentration Account or such other Blocked Account which is subject to a Blocked Account Agreement. daily or otherwise as the Agent may direct. (g) The Borrower Borrowers may close DDAs upon prior written notice to or Blocked Accounts (other than the Administrative Agent and may Bank of America Concentration Account) and/or open new DDAs by providing or Blocked Accounts, subject to the Administrative execution and delivery to the Agent written notice thereof, together with a copy of the appropriate DDA Notification for the new depository Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.23 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with additional credit card processors unless contemporaneously therewith, a Credit Card Notification is executed and otherwise satisfactory delivered to the Administrative Agent. . (h) The Borrower may close a Blocked Account upon prior written notice to the Administrative Agent, together with written confirmation that the funds in the closed Blocked Account have been, or are then being, transferred to another Blocked Account and may open new Blocked Accounts by providing the Administrative Agent written notice thereof, together with a Blocked Account Agreement with the new depository consistent with the provisions Bank of this Section 2.23 and otherwise satisfactory to the Administrative Agent. The Borrower may also maintain with the Administrative Agent at Fleet one or more disbursement accounts (the "Fleet Disbursement Accounts") to be used by the Borrower for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. The only Disbursement Accounts as of the Closing Date are those described in Schedule 2.23(f). The FRF America Concentration Account is, is and shall remain, under the sole dominion and control of the Collateral Agenta Blocked Account. The Each Borrower acknowledges and agrees that that, subject to the provisions of subparagraph [(i)](i) below, (i) the such Borrower has no right of withdrawal from the FRF Bank of America Concentration Account, (ii) the funds on deposit in the FRF Bank of America Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the FRF Bank of America Concentration Account shall be applied as provided in Section 2.24(a2.22(a). (i) So long as no Cash Dominion Event has occurred and is continuing, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and the Blocked Accounts (other than the Bank of America Concentration Account). (j) After the occurrence and during the continuation of a Cash Dominion Event, the Borrowers shall cause the ACH or wire transfer to, upon the Agent's instruction, any Blocked Account, no less frequently than daily (unless the Commitments have been terminated hereunder and the Obligations have 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 with respect to any one DDA and $250,000 59[59] in the aggregate for all DDAs, 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 Borrowers shall also provide the Agent with an accounting of the contents of each DDA. (k) After the occurrence and during the continuation of a Cash Dominion Event, whether or not any Obligations are then outstanding, the Borrowers shall cause the ACH or wire transfer, upon the Agent's instruction, to the Bank of America Concentration Account of the then entire balance of each Blocked Account (other than the Bank of America Concentration Account) available to the Borrowers, 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. (l) In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of a Cash Dominion 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 Borrower other than as instructed by the Agent.