BLOCKED ACCOUNT (NET OF SUCH MINIMUM BALANCE, NOT TO EXCEED
$15,000 (OR, IN THE CASE OF THE LOAN PARTIES' PRIMARY CONCENTRATION ACCOUNT,
$50,000), AS MAY BE REQUIRED TO BE MAINTAINED IN THE SUBJECT BLOCKED ACCOUNT BY
THE BANK AT WHICH SUCH BLOCKED ACCOUNT IS MAINTAINED), TO AN ACCOUNT MAINTAINED
BY THE AGENT AT DBTCA (THE "DBTCA ACCOUNT").
SUBJECT TO THE TERMS OF THE
SECURITY AGREEMENT, ALL AMOUNTS RECEIVED IN THE DBTCA ACCOUNT SHALL BE APPLIED
(AND ALLOCATED) BY THE AGENT IN ACCORDANCE WITH SECTION 2.10(B); PROVIDED, THAT
IF THE CIRCUMSTANCES DESCRIBED IN SECTION 2.18(B) ARE APPLICABLE, ALL SUCH
AMOUNTS SHALL BE APPLIED IN ACCORDANCE WITH SUCH SECTION 2.18(B).
EACH LOAN
PARTY AGREES THAT IT WILL NOT CAUSE ANY CREDIT CARD PROCEEDS OR PROCEEDS OF ANY
BLOCKED ACCOUNT TO BE OTHERWISE REDIRECTED.
(E) IF, AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT OR A LIQUIDITY EVENT AS TO WHICH THE AGENT HAS NOTIFIED THE BORROWER,
ANY CASH OR CASH EQUIVALENTS OWNED BY ANY LOAN PARTY (OTHER THAN (I) AN AMOUNT
NOT TO EXCEED $25,000,000 IN THE AGGREGATE THAT IS ON DEPOSIT IN A SEGREGATED
DDA WHICH THE BORROWER DESIGNATES IN WRITING TO THE AGENT AS BEING THE
"UNCONTROLLED CASH ACCOUNT" (THE "DESIGNATED DISBURSEMENT ACCOUNT"), WHICH FUNDS
SHALL NOT BE FUNDED FROM, OR WHEN WITHDRAWN FROM THE DESIGNATED DISBURSEMENT
ACCOUNT, SHALL NOT BE REPLENISHED BY, FUNDS CONSTITUTING PROCEEDS OF COLLATERAL
SO LONG AS SUCH EVENT OF DEFAULT OR LIQUIDITY EVENT CONTINUES, (II) DE MINIMUS
CASH OR CASH EQUIVALENTS FROM TIME TO TIME INADVERTENTLY MISAPPLIED BY ANY LOAN
PARTY, (III) PAYROLL, TRUST AND TAX WITHHOLDING ACCOUNTS FUNDED IN THE ORDINARY
COURSE OF BUSINESS AND REQUIRED BY APPLICABLE LAW AND (IV) FUNDS IN ANY
SPECIFIED SEGREGATED ACCOUNT) ARE DEPOSITED TO ANY ACCOUNT, OR HELD OR INVESTED
IN ANY MANNER, OTHERWISE THAN IN A BLOCKED ACCOUNT SUBJECT TO A BLOCKED ACCOUNT
AGREEMENT (OR A DDA WHICH IS SWEPT DAILY TO SUCH BLOCKED ACCOUNT), THE AGENT
SHALL BE ENTITLED TO REQUIRE THE APPLICABLE LOAN PARTY TO CLOSE SUCH ACCOUNT AND
HAVE ALL FUNDS THEREIN TRANSFERRED TO A BLOCKED ACCOUNT, AND TO CAUSE ALL FUTURE
DEPOSITS TO BE MADE TO A BLOCKED ACCOUNT.
(F) THE LOAN PARTIES MAY CLOSE DDAS OR BLOCKED ACCOUNTS AND/OR OPEN NEW DDAS OR
BLOCKED ACCOUNTS, SUBJECT TO THE CONTEMPORANEOUS EXECUTION AND DELIVERY TO THE
AGENT OF A DDA NOTIFICATION OR BLOCKED ACCOUNT AGREEMENT CONSISTENT WITH THE
PROVISIONS OF THIS SECTION 2.21 AND OTHERWISE REASONABLY SATISFACTORY TO THE
AGENT.
UNLESS CONSENTED TO IN WRITING BY THE AGENT, THE LOAN PARTIES SHALL NOT
ENTER INTO ANY AGREEMENTS WITH CREDIT CARD PROCESSORS OTHER THAN THE ONES LISTED
ON SCHEDULE 2.21(B) UNLESS CONTEMPORANEOUSLY THEREWITH, A CREDIT CARD
NOTIFICATION IS EXECUTED AND A COPY THEREOF IS DELIVERED TO THE AGENT.
(G) THE DBTCA ACCOUNT SHALL AT ALL TIMES BE UNDER THE SOLE DOMINION AND CONTROL
OF THE AGENT.
EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO
THE EXTENT OTHERWISE PROVIDED IN
50
THE SECURITY AGREEMENT (I) SUCH