Common use of Cash Receipts Clause in Contracts

Cash Receipts. (a) On or prior to the Closing Date, the Borrower and the Administrative Agent shall have entered into agency agreements with the banks maintaining the deposit accounts identified on Schedule 3.11(b) (collectively, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be in form and substance satisfactory to the Administrative Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of the Loans (all such non-excluded cash receipts and collections, "CASH RECEIPTS"), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11(b) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts shall be deposited into a Blocked Account or the BBNA Concentration Account in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13. 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 other than the times set forth above any cash or cash equivalents owned by the Borrower or any Guarantor 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 may require the Borrower to close such Blocked Account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement.

Cash Receipts. (a) On or prior Use commercially reasonable efforts to enter into, as soon as possible after the Closing Date, the Borrower Approved Control Arrangements with each Approved Account Bank, in each case in form and substance reasonably satisfactory to the Administrative Agent shall have entered into agency agreements Agent, with respect to (i) each Deposit Account in which material amounts (as reasonably determined by the banks maintaining Administrative Agent) of funds of any of the deposit accounts identified Loan Parties are concentrated (which may include those listed on Schedule 3.11(b8.12 as of the Closing Date, but excluding, for the avoidance of doubt, xxxxx cash, payroll, trust and tax withholding accounts) (collectively, the "BLOCKED ACCOUNTS"“Material Deposit Accounts”), which agreements and (ii) each English Collection Account (including those existing as of the "BLOCKED ACCOUNT AGREEMENTS") Closing Date and listed on Schedule 8.12). If an Approved Control Arrangement shall be in form and substance satisfactory not have been established with respect to any Material Deposit Account or English Collection Account on or prior to the Administrative Agent and shall require date that is ninety (90) days after the sweep on each Business Day Closing Date (in accordance with such date, the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of the Loans (all such non-excluded cash receipts and collections, "CASH RECEIPTS"“Cash Management Compliance Date”), from Blocked Accounts in excess of the amount in each applicable Loan Party shall, within sixty (60) days after the Cash Management Compliance Date (or such account set forth on Schedule 3.11(b) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts shall be deposited into a Blocked Account or the BBNA Concentration Account in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13. The Borrower shall accurately report to the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds later date as set forth above. If at any time other than the times set forth above any cash or cash equivalents owned by the Borrower or any Guarantor 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 may require agree in its reasonable discretion), be required to move such Material Deposit Account or English Collection Account, as applicable, to the Borrower Administrative Agent, an Affiliate or branch thereof or another financial institution that is willing to enter into an Approved Control Arrangement. (b) The Loan Parties may open or close such Blocked Deposit Accounts, Material Deposit Accounts and, at any time prior to the commencement of any Cash Dominion Period, English Collection Accounts, subject, in the case of the opening of any Material Deposit Account and have all funds therein transferred English Collection Account, to an account maintained the establishment of Approved Control Arrangements with respect thereto (unless expressly waived by the Administrative Agent at BBNA Agent) consistent with the provisions of this Section 8.12. The Loan Parties shall not enter into any agreements with any Credit Card Processors (other than the Credit Card Processors identified on Schedule 1.1B), unless a Credit Card Notification shall have been executed and delivered to the applicable Credit Card Processor and to the Administrative Agent. (c) Each Loan Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account (which, in the case of an English Loan Party, shall be an English Collection Account), (ii) deposit in (A) a Store Account all future deposits made Cash Receipts received in the Stores, and (B) an Approved Deposit Account promptly upon receipt all other Cash Receipts (as defined below) received by any Loan Party from any other Person, (iii) deliver to a Blocked Account which is subject to a Blocked Account Agreement.the Administrative Agent, on the Closing Date, Credit Card Notifications and (iv) instruct - 197 -

Cash Receipts. 85 (a) On or Annexed hereto as Schedule 2.24(a) is a list of all DDAs as of the Second Amendment Effective Date, which Schedule includes, with respect to each Depository and DDA, as applicable, (i) the name and address of that Depository; (ii) the account number(s) maintained with such Depository; (iii) to the extent known, a contact person at such Depository and (iv) indicating whether both a duly completed and executed DDA Notification and a Blocked Account Agreement satisfying the requirements of Section 2.24(c) have been delivered to the Agent prior to the Closing Second Amendment Effective Date for such DDA, and if so completed and delivered, identifying such DDA Notification and such Blocked Account Agreement for such DDA (each such DDA, an “Existing Blocked Account”). (b) Annexed hereto as Schedule 2.24(b) is a list (i) describing all arrangements to which any Borrower is a party as of the Second Amendment Effective Date with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower and (ii) indicating whether a duly completed and executed Credit Card Notification satisfying the requirements of Section 2.24(c) has been delivered to the Agent prior to the Second Amendment Effective Date for such arrangement, and if so completed and delivered, identifying such Credit Card Notification (each such Credit Card Notification, an “Existing Credit Card Notification”). (c) (i) (x) Within ninety (90) days (as such date may be extended by the Agent in its sole discretion) after the Second Amendment Effective Date, (A) the Borrower Borrowers shall deliver to the Agent notifications executed on behalf of the Borrowers to each Depository with which any DDA is maintained by the Borrowers (other than an Existing Blocked Account) in form satisfactory to the Agent, of the Agent’s interest in such DDA (each, a “DDA Notification”), and (B) the Administrative Agent Borrowers shall have entered either (1) enter into agency agreements with the banks Depositories maintaining the deposit accounts or other accounts identified on Schedule 3.11(b2.24(a) that maintain a DDA (other than an Existing Blocked Account) (collectively, the "BLOCKED ACCOUNTS"“New Blocked Accounts”, and collectively with the Existing Blocked Accounts, the “Blocked Accounts”), which agreements (the "BLOCKED ACCOUNT AGREEMENTS"“Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent, or (2) if the Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent any of the Administrative Depositories identified on Schedule 2.24(a), the Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent), that the Borrowers have closed the deposit accounts maintained with such banks, (II) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale establish new deposit accounts or other transaction or event, except only accounts (the proceeds of “Replacement Deposit Accounts”) with a different Depository (the Loans (all such non-excluded cash receipts and collections, "CASH RECEIPTS"“Replacement Institution”), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11(b(III) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts shall be deposited enter into a Blocked Account or Agreement in form and substance reasonably satisfactory to the BBNA Concentration Account Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in accordance connection with the Borrower's customary cash foregoing, provide the Agent with an amended Schedule 2.24(a) reflecting the removal of the closed deposit procedures outlined accounts and the addition of the Replacement Deposit Accounts, and (y) within ninety (90) days (as such date may be extended by the Agent in Schedule 2.13. The Borrower its sole discretion) after the Second Amendment Effective Date, the Borrowers shall accurately report deliver to the Administrative Agent notifications (the “Credit Card Notifications”) executed on behalf of the Subsidiary Borrowers to each of their major credit card processors that has not delivered an Existing Credit Card Notification instructing such credit card processors to remit proceeds of all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time other than the times set forth above any cash or cash equivalents owned by the Borrower or any Guarantor are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject credit card charges to a Blocked Account Agreementwith JPMorgan that is reasonably acceptable to the Parent Borrower and the Agent (the “Parent Borrower Blocked Account”), the Administrative Agent may require the which Parent Borrower to close such Blocked Account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA and all future deposits made to a Blocked Account which is subject to a the Parent Borrower Blocked Account Agreement.

Cash Receipts. (a) On or prior 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 Closing Dateextent known, a contact person at such depository. (b) 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. (c) The Borrower shall (i) at the request of the Administrative Agent, at any time after the occurrence and during the continuance of a Cash Dominion Event, deliver to the Administrative Agent shall have entered notifications executed on behalf of the Borrower to each depository institution with which any DDA is maintained in form satisfactory to the Administrative Agent, of the Administrative Agent’s interest in such DDA (each, a “DDA Notification”), and (ii) to the extent not previously delivered, deliver to the Administrative Agent on the Third Amendment Effective Date notifications to each of the Borrower’s credit card clearinghouses and processors of notice in form satisfactory to the Administrative Agent, (each, a “Credit Card Notification”), and (iii) to the extent not previously delivered, within ninety (90) days after the Third Amendment Effective Date, enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 3.11(b2.23(c) (collectively, the "BLOCKED ACCOUNTS"“Blocked Accounts”), which agreements (the "BLOCKED ACCOUNT AGREEMENTS"“Blocked Account Agreements”) shall be in form and substance satisfactory to the Administrative Agent Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accountsAccounts, all Net Proceeds, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or eventevent ( including any Net Proceeds from any casualty, except only condemnation or any similar event with respect to Revolving Priority Collateral; provided, that anything herein to the proceeds of the Loans (all such non-excluded cash receipts and collectionscontrary notwithstanding, "CASH RECEIPTS"), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11(b) (except upon the occurrence and during the continuance of an Event of Default, when all any such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts arising from any casualty, condemnation or any similar event shall be deposited into a Blocked Account or the BBNA Concentration Account in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13. The Borrower shall accurately report remitted to the Administrative Agent within one (1) Business Day for application to the outstanding principal balance of the Revolving Loans )( all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time other than the times set forth above any such cash or cash equivalents owned by the Borrower or any Guarantor 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 may require the Borrower to close such Blocked Account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement.receipts 83

Cash Receipts. (a) On or prior to the Closing Date, the The Borrower and the Administrative Agent shall have entered upon the Closing Date enter into an agency agreements agreement with Chase, with respect to its concentration account at Chase contemplated by the Chase Credit Facility (the "CHASE CONCENTRATION ACCOUNT"), and with the banks maintaining the deposit accounts identified on Schedule 3.11(b) (collectivelycollectively with the Chase Concentration Account, the "BLOCKED ACCOUNTS"), which agreements (the "BLOCKED ACCOUNT AGREEMENTS") shall be in form and substance satisfactory to the Administrative Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts from the sale of Inventory and other assetsassets (except as set forth in Sections 2.13(c) and 2.13(h)), all collections of Receivables and other accounts, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of the Loans (all such non-excluded cash receipts and collections, "CASH RECEIPTS"), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11(b) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT") (or to the Chase Concentration Account, provided that Chase has agreed in writing with the Administrative Agent to promptly forward all such funds to the BBNA Concentration Account). All Cash Receipts shall be deposited into a Blocked Account or the BBNA Concentration Account in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13. The Within thirty (30) days of the Closing Date the Borrower shall accurately report will close the Chase Concentration Account and redirect all funds previously directed to the Administrative Agent all amounts deposited in Chase Concentration Account to the Blocked Accounts to ensure the proper transfer of funds as set forth above. If at any time other than the times set forth above any cash or cash equivalents owned by the Borrower or any Guarantor 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 may require the Borrower to close such Blocked Account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement.BBNA

Cash Receipts. (a) On or Annexed hereto as Schedule 2.24(a) is a list of all DDAs as of the Second Amendment Effective Date, which Schedule includes, with respect to each Depository and DDA, as applicable, (i) the name and address of that Depository; (ii) the account number(s) maintained with such Depository; (iii) to the extent known, a contact person at such Depository and (iv) indicating whether both a duly completed and executed DDA Notification and a Blocked Account Agreement satisfying the requirements of Section 2.24(c) have been delivered to the Agent prior to the Closing Second Amendment Effective Date for such DDA, and if so completed and delivered, identifying such DDA Notification and such Blocked Account Agreement for such DDA (each such DDA, an “Existing Blocked Account”). (b) Annexed hereto as Schedule 2.24(b) is a list (i) describing all arrangements to which any Borrower is a party as of the Second Amendment Effective Date with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower and (ii) indicating whether a duly completed and executed Credit Card Notification satisfying the requirements of Section 2.24(c) has been delivered to the Agent prior to the Second Amendment Effective Date for such arrangement, and if so completed and delivered, identifying such Credit Card Notification (each such Credit Card Notification, an “Existing Credit Card Notification”). (c) (i) (x) Within ninety (90) days (as such date may be extended by the Agent in its sole discretion) after the Second Amendment Effective Date, (A) the Borrower Borrowers shall deliver to the Agent notifications executed on behalf of the Borrowers to each Depository with which any DDA is maintained by the Borrowers (other than an Existing Blocked Account) in form satisfactory to the Agent, of the Agent’s interest in such DDA (each, a “DDA Notification”), and (B) the Administrative Agent Borrowers shall have entered either (1) enter into agency agreements with the banks Depositories maintaining the deposit accounts or other accounts identified on Schedule 3.11(b2.24(a) that maintain a DDA (other than an Existing Blocked Account) (collectively, the "BLOCKED ACCOUNTS"“New Blocked Accounts”, and collectively with the Existing Blocked Accounts, the “Blocked Accounts”), which agreements (the "BLOCKED ACCOUNT AGREEMENTS"“Blocked Account Agreements”) shall be in form and substance reasonably satisfactory to the Administrative Agent, or (2) if the Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent and shall require the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent any of the Administrative Depositories identified on Schedule 2.24(a), the Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent), that the Borrowers have closed the deposit accounts maintained with such banks, (II) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accounts, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale establish new deposit accounts or other transaction or event, except only accounts (the proceeds of “Replacement Deposit Accounts”) with a different Depository (the Loans (all such non-excluded cash receipts and collections, "CASH RECEIPTS"“Replacement Institution”), from Blocked Accounts in excess of the amount in each such account set forth on Schedule 3.11(b(III) (except upon the occurrence and during the continuance of an Event of Default, when all such amounts in such accounts will be swept) to a concentration account maintained by the Administrative Agent at BBNA (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts shall be deposited enter into a Blocked Account or Agreement in form and substance reasonably satisfactory to the BBNA Concentration Account Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in accordance connection with the Borrower's customary cash foregoing, provide the Agent with an amended Schedule 2.24(a) reflecting the removal of the closed deposit procedures outlined in Schedule 2.13. 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 other than the times set forth above any cash or cash equivalents owned by the Borrower or any Guarantor 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 may require the Borrower to close such Blocked Account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement.76

Cash Receipts. Annexed hereto as Schedule 2.23(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (ai) On or prior 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, the Borrower and (ii) deliver to the Administrative Agent shall have entered 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 3.11(b2.23(c) (collectively, the "BLOCKED ACCOUNTSBlocked Accounts"), which agreements (the "BLOCKED ACCOUNT AGREEMENTSBlocked Account Agreements") shall be in form and substance satisfactory to the Administrative Agent Agent. The DDA Notifications, Credit Card Notifications and Blocked Account Agreements shall require require, after the occurrence and during the continuance of a Cash Dominion Event, the sweep on each Business Day (in accordance with the Borrower's customary cash deposit procedures outlined in Schedule 2.13 (as such procedures may be amended from time to time with the consent of the Administrative Agent)) of all available cash receipts from the sale of Inventory and other assets, all collections of Receivables and other accountsAccounts, all Net Proceeds, and all other cash payments received by the Borrower or any Guarantor from any Person or from any source or on account of any sale or other transaction or event, except only the proceeds of the Loans event (all such non-excluded cash receipts and collections, "CASH RECEIPTSCash Receipts"), from Blocked Accounts in excess of to a concentration account maintained by the amount in each such account set forth on Schedule 3.11(b) Collateral Agent at Fleet (except upon the "FRF Concentration Account"). In that regard, after the occurrence and during the continuance of an Event of Defaulta Cash Dominion Event, when all such amounts in such accounts will be swept) the Borrower shall cause the ACH or wire transfer to a concentration account 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 at BBNA 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 (the "BBNA CONCENTRATION ACCOUNT"). All Cash Receipts shall 1) Business Day after receipt, either be deposited into a Blocked Account or the BBNA FRF Concentration Account Account, or dealt with in accordance with such other fashion as the Borrower's customary 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 procedures outlined in Schedule 2.13or 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 other than after the times set forth above occurrence and during the continuance of a Cash Dominion Event, any cash or cash equivalents owned by the Borrower or any Guarantor 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 may shall require the Borrower to close such Blocked Account account and have all funds therein transferred to an account maintained by the Administrative Agent at BBNA 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).