Common use of Deposit Accounts; Credit Card Processors Clause in Contracts

Deposit Accounts; Credit Card Processors. Open new DDAs or Blocked Accounts, or enter into agreements with any credit card processors, unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements, Securities Account Control Agreements, DDA Notifications or Credit Card Notifications, as appropriate, consistent with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent; provided, that the Borrowers shall be permitted to open new DDAs to the extent that such DDAs are sub-accounts of any DDA at a depository institution for which a DDA notification has already been delivered. Except as permitted hereby, no Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof. No Loan Party shall deposit or permit to be deposited into the Licensed Merchandise Account any amount other than proceeds of the sale of Licensed Merchandise under the Merchandising Agreement equal to no more than 100% of the Monthly FLC Revenue Share as of the next occurring Merchandising Agreement Monthly Settlement Date, and subject to the terms and conditions of the Licensed Merchandise Side Letter (including, without limitation, provisions regarding any surplus that may be maintained in the Licensed Merchandise Account from time to time), the Loan Parties shall cause any amount payable to the Loan Parties from the amounts on deposit in the Licensed Merchandise Account on each Monthly Settlement Date to be transferred to an Ordinary Blocked Account of the Loan Parties immediately after payment of the all amounts in the Licensed Merchandise Account owing to FLC as of such date.

Deposit Accounts; Credit Card Processors. Open new DDAs or Blocked Accounts, or enter into agreements with any credit card processors, unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements, Securities Account Control Agreements, DDA Notifications or Credit Card Notifications, as appropriate, consistent with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent; provided, that the Borrowers shall be permitted to open new DDAs to the extent that such DDAs are sub-accounts of any DDA at a depository institution for which a DDA notification has already been delivered. Except as permitted hereby, no Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof. No Loan Party shall deposit or permit to be deposited into the Licensed Merchandise Account any amount other than proceeds of the sale of Licensed Merchandise under the Merchandising Agreement equal to no more than 100% of the Monthly FLC Revenue Share as of the next occurring Merchandising Agreement Monthly Settlement Date, and subject to the terms and conditions of the Licensed Merchandise Side Letter (including, without limitation, provisions regarding any surplus that may be maintained in the Licensed Merchandise Account from time to time), the Loan Parties shall cause any amount payable to the Loan Parties from the amounts on deposit in the Licensed Merchandise Account on each Monthly Settlement Date to be transferred to an Ordinary Blocked Account of the Loan Parties immediately after payment of the all amounts in the Licensed Merchandise Account owing to FLC as of such date.. Notwithstanding anything herein or in any other Loan Document to the contrary, (i) no DDA, Blocked Account Agreement or Securities Account Control Agreement entered into in connection herewith shall be amended, restated, supplemented or otherwise modified in any manner whatsoever without the express written consent of the 11238955v2 121

Deposit Accounts; Credit Card Processors. Open new DDAs or Blocked Accounts, or enter into agreements with any credit card processors, unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements, Securities Account Control Agreements, DDA Notifications or Credit Card Notifications, as appropriate, consistent with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent; provided, that the Borrowers shall be permitted to open new DDAs to the extent that such DDAs are sub-accounts of any DDA at a depository institution for which a DDA notification has already been delivered. Except as permitted hereby, no Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof. No Loan Party shall deposit or permit to be deposited into the Licensed Merchandise Account any amount other than proceeds of the sale of Licensed Merchandise under the Merchandising Agreement equal to no more than 100% of the Monthly FLC Revenue Share as of the next occurring Merchandising Agreement Monthly Settlement Date, and subject to the terms and conditions of the Licensed Merchandise Merchandising Agreement Side Letter (including, without limitation, provisions regarding any surplus Surplus (as defined in the Merchandising Agreement Side Letter) that may be maintained in the Licensed Merchandise Account from time to time), the Loan Parties shall cause any amount payable to the Loan Parties from the amounts on deposit in the Licensed Merchandise Account on each Merchandising Agreement Monthly Settlement Date to be transferred to an Ordinary a Blocked Account of the Loan Parties immediately after payment of the all amounts in the Licensed Merchandise Account owing to FLC as of such date. Notwithstanding anything herein or in any other Loan Document to the contrary, no DDA, Blocked Account Agreement or Securities Account Control Agreement entered into in connection herewith shall be amended, restated, supplemented or otherwise modified in any manner whatsoever without the express written consent of the Administrative Agent in its sole and absolute discretion.

Deposit Accounts; Credit Card Processors. Open new DDAs or Blocked Accounts, or enter into agreements with any credit card processors, unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements, Securities Account Control Agreements, DDA Notifications or Credit Card Notifications, as appropriate, consistent 138 11238955v2211516251 with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent; provided, that the Borrowers shall be permitted to open new DDAs to the extent that such DDAs are sub-accounts of any DDA at a depository institution for which a DDA notification has already been delivered. Except as permitted hereby, no Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof. No Loan Party shall deposit or permit to be deposited into the Licensed Merchandise Account any amount other than proceeds of the sale of Licensed Merchandise under the Merchandising Agreement equal to no more than 100% of the Monthly FLC Revenue Share as of the next occurring Merchandising Agreement Monthly Settlement Date, and subject to the terms and conditions of the Licensed Merchandise Side Letter (including, without limitation, provisions regarding any surplus that may be maintained in the Licensed Merchandise Account from time to time), the Loan Parties shall cause any amount payable to the Loan Parties from the amounts on deposit in the Licensed Merchandise Account on each Monthly Settlement Date to be transferred to an Ordinary Blocked Account of the Loan Parties immediately after payment of the all amounts in the Licensed Merchandise Account owing to FLC as of such date. Notwithstanding anything herein or in any other Loan Document to the contrary, (i) no DDA, Blocked Account Agreement or Securities Account Control Agreement entered into in connection herewith shall be amended, restated, supplemented or otherwise modified in any manner whatsoever without the express written consent of the Administrative Agent in its sole and absolute discretion and (ii) the Loan Parties shall not enter into or permit to be established any DDAs, Blocked Account Agreements or Securities Account Control Agreements with or for the benefit of any of the secured parties under the Subordinated Term Loan Agreement or any refinancing thereof unless (x) such DDAs, Blocked Account Agreements and/or Securities Account Control Agreements are subject to the terms and conditions of the Intercreditor Agreement, and (y) are otherwise in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that DDAs, Blocked Account Agreements and Securities Account Control Agreements substantially in the form of corresponding Loan Documents existing as of the date of the Subordinated Term Loan Agreement shall be deemed to be in form reasonably acceptable to the Administrative Agent).