2.21(A) IS A
SCHEDULE OF ALL DDAS, THAT, TO THE KNOWLEDGE OF THE RESPONSIBLE OFFICERS OF THE
LOAN PARTIES, ARE MAINTAINED BY THE LOAN PARTIES, WHICH SCHEDULE INCLUDES, WITH
RESPECT TO EACH DEPOSITORY (I) THE NAME AND ADDRESS OF SUCH DEPOSITORY; (II) THE
ACCOUNT NUMBER(S) MAINTAINED WITH SUCH DEPOSITORY; AND (III) A CONTACT PERSON AT
SUCH DEPOSITORY.
(B) ANNEXED HERETO AS SCHEDULE 2.21(B) IS A LIST DESCRIBING ALL ARRANGEMENTS TO
WHICH ANY LOAN PARTY IS A PARTY WITH RESPECT TO THE PAYMENT TO SUCH LOAN PARTY
OF THE PROCEEDS OF ALL CREDIT CARD CHARGES FOR SALES BY SUCH LOAN PARTY.
(C) EACH LOAN PARTY SHALL (I) DELIVER TO THE AGENT NOTIFICATIONS IN FORM
REASONABLY SATISFACTORY TO THE AGENT WHICH HAVE BEEN EXECUTED ON BEHALF OF SUCH
LOAN PARTY AND ADDRESSED TO SUCH LOAN PARTY'S CREDIT CARD CLEARINGHOUSES AND
PROCESSORS (EACH, A "CREDIT CARD NOTIFICATION"), (II) DELIVER TO THE AGENT
NOTIFICATIONS EXECUTED ON BEHALF OF THE BORROWER TO EACH DEPOSITORY INSTITUTION
WITH WHICH ANY DDA IS MAINTAINED IN FORM REASONABLY SATISFACTORY TO THE AGENT,
OF THE AGENT'S INTEREST IN SUCH DDA (EACH, A "DDA NOTIFICATION"), (III) INSTRUCT
EACH DEPOSITORY INSTITUTION FOR A DDA TO CAUSE ALL AMOUNTS ON DEPOSIT AND
AVAILABLE AT THE CLOSE OF EACH BUSINESS DAY IN SUCH DDA (NET OF SUCH MINIMUM
BALANCE, NOT TO EXCEED $15,000, AS MAY BE REQUIRED TO BE MAINTAINED IN THE
SUBJECT DDA BY THE DEPOSITORY INSTITUTION AT WHICH SUCH DDA IS MAINTAINED), TO
BE SWEPT TO ONE OF THE LOAN PARTIES' CONCENTRATION ACCOUNTS NO LESS
49
FREQUENTLY THAN ON A DAILY BASIS, SUCH INSTRUCTIONS TO BE IRREVOCABLE UNLESS
OTHERWISE AGREED TO BY THE AGENT; AND (IV) WITHIN FORTY-FIVE (45) DAYS AFTER THE
CLOSING DATE, WITH RESPECT TO THE LOAN PARTIES' PRIMARY CONCENTRATION ACCOUNT
(WHICH IS INDICATED AS SUCH ON SCHEDULE 2.21(C)), OR ONE HUNDRED TWENTY (120)
DAYS AFTER THE CLOSING DATE, WITH RESPECT TO EACH OTHER CONCENTRATION ACCOUNT OF
THE LOAN PARTIES (IN EACH CASE, OR SUCH LATER DATE APPROVED BY THE AGENT), ENTER
INTO A BLOCKED ACCOUNT AGREEMENT (EACH, A "BLOCKED ACCOUNT AGREEMENT"), IN FORM
REASONABLY SATISFACTORY TO THE AGENT, WITH THE AGENT AND ANY BANK WITH WHICH
SUCH LOAN PARTY MAINTAINS A CONCENTRATION ACCOUNT INTO WHICH THE DDAS ARE SWEPT
(COLLECTIVELY, THE "BLOCKED ACCOUNTS"), WHICH CONCENTRATION ACCOUNTS AS OF THE
CLOSING DATE ARE LISTED ON SCHEDULE 2.21(C) ANNEXED HERETO.
EACH LOAN PARTY
AGREES THAT IT WILL NOT CAUSE PROCEEDS OF SUCH DDAS TO BE OTHERWISE REDIRECTED.
(D) EACH CREDIT CARD NOTIFICATION AND BLOCKED ACCOUNT AGREEMENT SHALL REQUIRE,
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OR A
LIQUIDITY EVENT (AND DELIVERY OF NOTICE THEREOF FROM THE AGENT TO THE BORROWER
AND THE OTHER PARTIES TO SUCH INSTRUMENT OR AGREEMENT), THE ACH OR WIRE TRANSFER
NO LESS FREQUENTLY THAN ONCE PER BUSINESS DAY (UNLESS THE COMMITMENTS HAVE BEEN
TERMINATED AND THE OBLIGATIONS HAVE BEEN PAID IN FULL), OF ALL AVAILABLE CASH
BALANCES AND CASH RECEIPTS, INCLUDING THE THEN CONTENTS OR THEN ENTIRE LEDGER
BALANCE OF EACH