Dominion Account. The ledger balance in each Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day, during any Sweep Trigger Period. For the avoidance of doubt, if a credit balance results from such application, it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Event of Default exists.

“Cash Dominion Event” shall mean # the occurrence and continuance of a Specified Event of Default or # if Excess Availability is less than the greater of # 12.5% of the Line Cap and # $5,000,0007,500,000; provided, that # if a Cash Dominion Event has occurred due to [clause (a) above], if no Specified Events of Default exists for at least 30 consecutive days, such Cash Dominion Event shall no longer be deemed to exist or be continuing; and # if a Cash Dominion Event has occurred due to [clause (b) above], if the Excess Availability shall be greater than the greater of # 12.5% of the Line Cap and # $5,000,0007,500,000 for at least 30 consecutive days, such Cash Dominion Event shall no longer be deemed to exist or be continuing,

Down Reserve). For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing at the Agent’s option # so long as such Event of Default has not been waived or is no longer continuing, and/or # if the Cash Dominion Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability has equaled or exceeded twelve and one-half percent (12.5%) of the Revolving Loan Cap (calculated without giving effect to the FILO Push Down Reserve) for sixty (60) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability exceeds the required amount for sixty (60) consecutive calendar days) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) occasions after the Closing Date. The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise.

During the continuance of a Cash Dominion Event, the Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Borrower hereby acknowledges and agrees that during the continuance of a Cash Dominion Event, # such Borrower has no right of withdrawal from the Concentration Account, # the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Obligations, and # the funds on deposit in the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this SECTION 2.18,2.18, during the continuation of a Cash Dominion Event, any Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and DB1/ 98023701.7

“Cash Dominion Period” shall mean the period commencing on the date on which a Cash Dominion Triggering Event occurs and ending on the date following the day on which the sum of # cash deposited at PNC plus # Undrawn Availability has exceeded $25,000,000 for thirty (30) consecutive days.

Cash Dominion Trigger Period: the period # commencing on any day that # an Event of Default occurs, # Availability is less than the greater of # 15% of the Borrowing Base and # $3,000,000, or 133315237_8

Except during the continuance of a Cash Dominion Event, any Cash Receipts and other payments received by the Administrative Agent shall be applied as the Borrowers shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of [Section 2.14].

In the absence of a Cash Dominion Event or an Event of Default, all payments made hereunder by Borrowers shall be applied by the Administrative Agent to the Obligations in such order of application as set forth in [Section 2.05(i)].

Within seven (7) Business Days (or such later date as the Agent, in its reasonable discretion, may agree) after the end of each Fiscal Month during the term of this Agreement, commencing with an initial delivery for the Fiscal Month ending July 4, 2020, the Borrower shall deliver to the Agent and, thereafter, Agent shall furnish to the Lenders a report as to the amount of Excluded Payments and Sales Tax Amounts, the amount of Pre-Cash Dominion Excluded Amounts, Intermediate Cash Dominion Excluded Amounts or Full Cash Dominion Excluded Amounts (as applicable), and the amount of any Base Consignment Commission and Incentive Consignment Commission paid during the prior calendar month, provided that after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall provide such reports weekly on the Thursday of each week (or such later date as the Agent, in its reasonable discretion, may agree), commencing on the first Thursday occurring after the commencement of the applicable Cash Dominion Event (or such later date as the Agent, in its reasonable discretion, may agree) and provide information on such amounts paid during the prior week; provided, that if Availability exceeds sixty percent (60%) of the Loan Cap as the last day of any Fiscal Month, such report shall only be required

"Cash Dominion Trigger Event" shall mean the occurrence of any of the following: # the occurrence and continuance of any Event of Default, or # Undrawn Availability is less than ten percent (10.0%) of the Maximum Loan Amount for five (5) consecutive Business Days.