Common use of Proceeds and Collection of Accounts Clause in Contracts

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors for the Collateral Agent, shall not be commingled with any of the Obligors’ other funds, and shall be deposited and/or transferred only to a Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, or the Operating Account). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which the Blocked Account or the Operating Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 7.4, the Obligors receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors for the Collateral Agent and shall not be commingled with any of the Obligors’ other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrower for the Collateral Agent, ; shall not be commingled with any of the Obligors’ Borrower's other funds, ; and shall be deposited and/or transferred only to a Blocked Account, one of the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account)Central Accounts. (b) The Obligors Borrower shall cause the ACH or wire transfer to a Blocked Account or one of the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account)Central Accounts, no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) daily (and whether or not there is then an outstanding balance in the Loan Account) of the following:of (i) The the then contents of each DDA (other than any Exempt DDA, the Blocked Accounts, or the Operating Funding Account). Each , each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained.); and (ii) The the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During No funds shall be transferred out of any Sweep Period, whether Central Account other than to the Funding Account or not any Liabilities are then outstandingas provided in Section 7-4(d). (d) Under each of the following circumstances, the Borrowers Borrower shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent)no less frequently than daily, of the then entire ledger balance of each Blocked Account or the Operating Accountall Central Accounts, net of such minimum balance, not to exceed $2,5001,000.00 per account, as may be required to be maintained in the Blocked Account or the Operating Account such accounts by the depository bank at which the Blocked Central Accounts are maintained (and the Agent may give such notices as the Agent determines as appropriate to cause such transfer to be effected): (i) At any time that Excess Availability is less than the then effective Excess Availability Floor, provided, however, the requirement included in this Section 7-4(d)(i) that the then entire net ledger balance of the Central Accounts are to be forwarded on a daily basis to the Concentration Account or shall be terminated if Excess Availability thereafter exceeds the Operating Account is maintainedExcess Availability Floor by more than One Million Dollars ($1,000,000.00) for thirty (30) consecutive days. (dii) At any time a Suspension Event has occurred. (e) In the event that, notwithstanding the provisions of this Section 7.474(d), the Obligors receive Borrower receives or otherwise have has dominion and control of any Receipts, or any proceeds or collections of any Collateral, at a time when such Receipts are to be transferred to the Concentration Account, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrower for the Collateral Agent and shall not be commingled with any of the Obligors’ Borrower's other funds or deposited in any account of the Borrowers Borrower other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrower for the Collateral Agent, ; shall not be commingled with any of the Obligors’ Borrower's other funds, ; and shall be deposited and/or transferred only to a Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors Borrower shall cause the ACH or wire transfer to a Blocked Account or the Operating Concentration Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The the then contents of each DDA (other than (A) any Exempt DDA, Local DDA and (B) the Blocked Accounts, or the Operating Funding Account). Each , each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made.be (c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which the Blocked Account or the Operating Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 7.47-4, the Obligors receive Borrower receives or otherwise have has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrower for the Collateral Agent and shall not be commingled with any of the Obligors’ Borrower's other funds or deposited in any account of the Borrowers Borrower other than as set forth herein or as instructed by the Collateral Agent. (d) The Agent and the Borrower recognize that the Borrower currently utilizes The Huntington National Bank as its concentration and funding bank. The Borrower shall cause such concentration account and the funding account to be transferred to BankBoston, N.A. as required pursuant to Section 7-3 hereof within sixty (60) days after the date of this Agreement. Pending such transfer, all funds received by The Huntington National Bank in its concentration account shall be transferred daily to the Concentration Account, the funding account shall be used solely to make disbursements in the ordinary course, and all other accounts at such bank shall be treated as any other DDA hereunder, except for a deposit account being held by The Huntington National Bank as a reserve in connection with the Borrower's credit card arrangement with The Huntington National Bank.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrower for the Collateral Agent, Lender; shall not be commingled with any of the Obligors’ Borrower's other funds, ; and shall be deposited and/or transferred only to a the Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors Borrower shall cause the ACH or wire transfer to a the Blocked Account or the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) daily (and whether or not there is then an outstanding balance in the Loan Account) of the followingof: (i) The then contents of each DDA (other than (A) any Exempt DDA, Local DDA and (B) the Blocked Accounts, or the Operating Funding Account). Each , each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($2,500 multiplied by the number of stores from which receipts are deposited into such DDA750) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent Lender on each Business Banking Day on which any such transfer is made. (c) During any Sweep Period, whether Whether or not any Liabilities are then outstanding, the Borrowers Borrower shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than daily, of the entire previous day's closing collected balance of the Blocked Account. The foregoing notwithstanding, if there are no Liabilities outstanding and Borrower does not anticipate requesting loans or as otherwise designated by Collateral Agent (or shall permit advances under the Collateral Agent to cause such daily Revolving Credit for a substantial period of time, Borrower may request that the requirement that all collected balances in the Blocked Account be ACH or wire transfers transferred to the Concentration Account or as otherwise designated by Collateral Agent)be waived. In the event that Lender consents to the foregoing request, then, provided that no Suspension Event for Event of Default is then entire ledger balance of each is existence, Lender shall direct the Blocked Account to the Funding Account (such arrangements to be hereinafter referred to as "Alternative Sweep Arrangements"). Lender's obligation to notify the Blocked Account Bank to engage the Alternative Sweep Arrangements is further subject to and condition upon Lender's receipt of written authorization of the Borrower, certified to the Lender by the President or other authorized signatory of the Operating Borrower. Lender shall not be responsible for any failure of the Blocked Account Bank to implement its instructions under this Alternative Sweep Arrangement. As further conditions to any advance by the Lender at any time after the Alternative Sweep Arrangements have been engaged hereunder, the Borrower shall provide to Lender written notice of its intent to borrower at least thirty (30) days in advance of any borrowing request, and Lender shall have received from the Blocked Account, net written acknowledgment of such minimum balance, not and agreement to exceed $2,500, as may be required the Lender's instructions to be maintained transfer all funds in the Blocked Account or to the Operating Concentration Account by in accordance with the depository which the Blocked Account or the Operating Account is maintainedagreement described in Section 7-1(b)(ii) hereof. (d) In the event that, notwithstanding the provisions of this Section 7.47-4, the Obligors receive Borrower receives or otherwise have has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrower for the Collateral Agent Lender and shall not be commingled with any of the Obligors’ Borrower's other funds or deposited in any account of the Borrowers Borrower other than as set forth herein or as instructed by the Collateral AgentLender. The foregoing notwithstanding, nothing herein shall prevent the Borrower from maintaining a "bank" in its store registers.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors for the Term Collateral Agent, shall not be commingled with any of the Obligors’ other funds, and shall be deposited and/or transferred only to a Blocked Account, the Operating Account, or the Concentration Account, or another DDA account permitted hereunder (and, in such case, only if the funds in such DDA account are deposited and/or transferred to a Blocked Account, Operating Account, Account or Concentration Account)as otherwise set forth in the Revolving Loan Agreement) or as otherwise set forth in the Revolving Loan Agreement. (b) The Obligors shall cause the ACH or wire transfer to a Blocked Account or as otherwise provided in the Operating AccountRevolving Loan Agreement, and after the obligations under the Revolving Loan Agreement have been paid in full, as designated by Term Collateral Agent (or, during any Sweep PeriodEvent of Default, subject to the terms of the Intercreditor Agreement shall permit the Term Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep PeriodEvent of Default, no less frequently than daily) (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA Deposit Account (other than any Exempt DDA, the Blocked AccountsAccounts and Exempt DDAs (as defined in the Revolving Loan Agreement, or including any accounts agreed to be Exempt DDAs by the Operating AccountRevolving Loan Agent as provided in the Revolving Loan Agreement). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDADeposit Account, as may be required to be maintained in the subject DDA Deposit Account by the bank at which such DDA Deposit Account is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant heretocharges. Telephone Upon the Term Collateral Agent’s request therefore, telephone advice (confirmed by written notice) shall be provided to the Term Collateral Agent on each Business Day on which any such transfer is made. (c) During any Sweep Period, whether or not any Liabilities are then outstandingEvent of Default, the Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Term Collateral Agent (or shall permit the Term Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Term Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository at which the Blocked Account or the Operating Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 7.47.3, the Obligors receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors for the Term Collateral Agent and shall not be commingled with any of the Obligors’ other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Term Collateral Agent. (e) The following rules shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds paid to the Term Agent shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Term Agent by 2:00 p.m. on that Business Day. (ii) All payments to the Term Agent are subject to clearance and collection.

Proceeds and Collection of Accounts. (a) All During the Sweep Period, all Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrower for the Collateral Agent, shall not be commingled with any of the Obligors’ Borrower’s other funds, and (other than amounts maintained in DDAs pursuant to Sections 7.4(b) and 7.4(c) and amounts retained for p▇▇▇▇ cash at each store) shall be deposited and/or transferred only to a the Blocked AccountAccount(s), the Operating Account, Account or the Concentration Account, or another DDA permitted hereunder (and, and in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, Account or Concentration Account). (b) The Obligors During the Sweep Period, the Borrower shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral the Agent (or, during any Sweep Period, or shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Concentration Account), no less frequently than weekly (and, during any Sweep Periodif required by Agent, no less frequently than daily) (and daily)(and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, Accounts or the Operating Account). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA10,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintainedBorrower in the ordinary course of business. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers Borrower shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral the Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,50050,000, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which Borrower in the Blocked Account or the Operating Account is maintainedordinary course of business. (d) In the event that, notwithstanding the provisions of this Section 7.4, the Obligors receive Borrower receives or otherwise have has dominion and control of any ReceiptsReceipts during a Sweep Period, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrower for the Collateral Agent and shall not be commingled with any of the Obligors’ Borrower’s other funds or deposited in any account of the Borrowers Borrower other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrowers for the Collateral Agent, shall not be commingled with any of the Obligors’ other funds, ; and shall be deposited and/or transferred only to a Blocked Accountthe DDAs (other than any Local DDA, the Operating Funding Account or the CAN Funding Account), the Central Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account)as provided herein. (b) The Obligors Lead Borrower shall cause the ACH or wire transfer to a Blocked Account or the Operating Central Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The then contents of each DDA (other than (i) any Exempt Local DDA, (ii) the Blocked Accounts, or Funding Account and (iii) the Operating CAN Funding Account). Each , each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained). (c) Subject to the provisions of Section 7-4(d) hereof, the US Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than weekly (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then contents of the Central Account established by the US Borrowers; and (ii) The the proceeds of all credit card charges for the US Borrowers not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (cd) During any Sweep Period, whether or not any Liabilities are then outstandingAfter the occurrence of a Suspension Event, the Borrowers ACH or wire transfers described in Section 7-4(c) hereof shall be made daily to the Concentration Account. (e) Subject to the provisions of Section 7-4(f) hereof, the CAN Borrower shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than weekly, but only if there is then an outstanding balance of CAN Debt, of (i) the then contents of the Central Account established by the CAN Borrower in excess of $350,000.00 or as such lesser amount, if necessary, so that the CAN Debt does not exceed CAN Availability; and (ii) the proceeds of all credit card charges for the CAN Borrower not otherwise designated provided for pursuant hereto. Telephone advice (confirmed by Collateral written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (or shall permit f) After the Collateral Agent to cause such daily occurrence of a Suspension Event, the ACH or wire transfers described in Section 7-4(e) hereof shall be made daily to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which the Blocked Account or the Operating Account is maintained. (dg) In the event that, notwithstanding the provisions of this Section 7.47-4, the Obligors Borrowers receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrowers for the Collateral Agent and shall not be commingled with any of the Obligors’ Borrowers' other funds or deposited in any account of the Borrowers other than as set forth herein provided in Section 7-4(a) or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds Proceeds of Collateral and (other than Receipts from the sale of Investment Property or Permitted Investments) shall be held in trust by the Obligors Borrowers for the Collateral Agent, shall not be commingled with any of the Obligors’ Borrowers' other funds, funds and shall be deposited and/or transferred prior to the occurrence of a Cash Management Condition, only to a Blocked Account, the Operating Account. Following the occurrence of a Cash Management Condition, all Receipts shall be deposited or transferred only to the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors Borrowers shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than (A) any Exempt DDA, the Blocked Accounts, or Local Disbursement Account and (B) the Operating Account). Each such transfer to shall be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such balances set forth in EXHIBIT 7.4(B)(I) for each DDA, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During ______ At any Sweep Period, time following the occurrence of a Cash Management Condition and whether or not any Liabilities are then outstanding, the Borrowers shall cause undertake the daily following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) ______ Cause the ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent)no less frequently than daily, of then entire ledger balance the contents of each Blocked Account or the Operating AccountDDA, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account DDAs by the depository bank at which the Blocked Account or the Operating Account a DDA is maintained. (d) In the event that, notwithstanding the provisions of this Section 7.4, the Obligors receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors for the Collateral Agent and shall not be commingled with any of the Obligors’ other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrowers for the Collateral Agent, shall not be commingled with any of the Obligors’ other funds, and shall be deposited and/or transferred only to a the Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors Prior to the occurrence of a Cash Management Activation Event, (i) the Borrower shall be entitled to withdraw funds from the Blocked Account for transfer to the Disbursement Account or Operating Account without prior notice to or the consent of Agent; (ii) Borrower shall not be required to ACH or wire transfer Receipts and the proceeds of credit card charges to the Concentration Account and (iii) Lender shall not send the DDA notifications or credit card processor notifications executed by Borrowers hereunder to the institutions at which the DDA's are maintained or to Borrower's credit card processors. (c) Following the occurrence of a Cash Management Activation Event, the Agent may: (i) send the DDA notifications and credit card processor notifications delivered by Borrower to Agent pursuant to Sections 7.1(b) and (c) and 7.2(b) hereof to the appropriate depository institutions and credit card processors and clearinghouses; and (ii) notify any depository institution in which a Blocked Account is maintained that a Cash Management Activation Event has occurred. (d) From and after the occurrence of a Cash Management Activation Event, Borrowers shall cause the ACH or wire transfer to a the Blocked Account or the Operating Concentration Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, or the Operating Account). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA1,500.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (ce) During any Sweep PeriodFrom and after the occurrence of a Cash Management Activation Event, whether or not any Liabilities are then outstanding, the Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such no less frequently than daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent)on each Business Day, of then entire ledger balance of each the Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository with which the Blocked Account or the Operating Account is maintained. (df) In the event that, notwithstanding the provisions of this Section 7.47.4(c), the Obligors Borrowers receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, at any time after the occurrence of a Cash Management Activation Event, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrowers for the Collateral Agent and shall not be commingled with any of the Obligors’ other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and during any Sweep Period, all proceeds of Collateral and shall be held in trust by the Obligors Borrower for the Collateral Agent, shall not be commingled with any of the Obligors’ Borrower’s other funds, and shall be deposited and/or transferred only to a the Blocked AccountAccount(s), the Operating Account, Account or the Concentration Account, or another DDA permitted hereunder (and, and in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, Account or Concentration Account). (b) The Obligors Borrower shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral the Agent (or, as designated by the Agent during any Sweep Period, or during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Concentration Account), no less frequently than weekly (and, and during any Sweep Period, no less frequently than daily) (and daily)(and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, Accounts or the Operating Account). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA[750], as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers Borrower shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral the Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500750, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which the Blocked Account or the Operating Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 7.4, during any Sweep Period the Obligors receive Borrower receives or otherwise have has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrower for the Collateral Agent and shall not be commingled with any of the Obligors’ Borrower’s other funds or deposited in any account of the Borrowers Borrower other than as set forth herein or as instructed by the Collateral Agent.

Proceeds and Collection of Accounts. (a) All During the Sweep Period, all Receipts constitute constituting Collateral and proceeds of Collateral and shall be held in trust by the Obligors for the Collateral AgentLender, shall not be commingled with any of the Obligors’ other funds, and (other than amounts maintained in DDAs pursuant to Sections 8.4(b), 8.4(c) and 8.4(d) and amounts retained for ▇▇▇▇▇ cash at each store) shall be deposited and/or transferred only to a the Blocked AccountAccount(s), the Operating Account, Account or the Concentration Account, or another DDA permitted hereunder (and, and in such case, only if the funds in such DDA are deposited in and/or transferred to a Blocked Account, Operating Account, Account or Concentration Account). (b) The During the Sweep Period, the Obligors shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral Agent the Lender (or, during any Sweep Period, or shall permit the Agent Lender to cause such daily ACH or wire transfers to a Blocked Account or the Operating Concentration Account), no less frequently than weekly (and, during any Sweep Periodif required by Lender, no less as frequently than as, but not more frequently than, daily) (and whether or not there is then an outstanding balance in the Loan Account) of the following: (i) The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, Accounts or the Operating Account). Each such transfer to be net of any minimum balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into such DDA10,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintainedObligors in the ordinary course of business. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made. (c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers Obligors shall cause the daily ACH or wire transfer to the Concentration Account, or as otherwise designated by Collateral Agent the Lender (or shall permit the Collateral Agent Lender to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral AgentLender), of then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,50010,000, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which Obligors in the Blocked Account or the Operating Account is maintainedordinary course of business. (d) In the event that, notwithstanding the provisions of this Section 7.48.4, the Obligors receive or otherwise have dominion and control of any ReceiptsReceipts during a Sweep Period, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors for the Collateral Agent Lender and shall not be commingled with any of the Obligors’ other funds or deposited in any account of the Borrowers Obligors other than as set forth herein or as instructed by the Collateral AgentLender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors Borrowers for the Collateral Agent, Lender; shall not be commingled with any of the ObligorsBorrowers’ other funds, ; and shall be deposited and/or transferred only to a the Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) The Obligors Borrowers shall cause the ACH or wire transfer to a the Blocked Account or the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly twice per week and daily following the occurrence and during the continuance of an Event of Default (and, during any Sweep Period, no less frequently than daily) (and whether or not there is then an outstanding balance in the Loan Account) of the followingof: (i) The then contents of each DDA (other than (A) any Exempt DDA, Local DDA and (B) the Blocked Accounts, or the Operating Funding Account). Each , each such transfer to be net of any minimum balance, not to exceed Five Thousand ($2,500 multiplied by the number of stores from which receipts are deposited into such DDA, as may be required to be 5,000) Dollars maintained in the subject DDA by the bank at which such DDA is maintained. (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent Lender on each Business Banking Day on which any such transfer is made. (c) During any Sweep Period, whether Whether or not any Liabilities are then outstanding, the Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than daily, of the entire previous day’s closing collected balance of the Blocked Account. The foregoing notwithstanding, if there are no Liabilities outstanding and Borrowers do not anticipate requesting loans or as otherwise designated by Collateral Agent (or shall permit advances under the Collateral Agent to cause such daily Revolving Credit for a substantial period of time, Borrowers may request that the requirement that all collected balances in the Blocked Account be ACH or wire transfers transferred to the Concentration Account or as otherwise designated by Collateral Agent)be waived. In the event that Lender consents to the foregoing request, then, provided that no Suspension Event of Event of Default is then entire ledger balance of each is existence, Lender shall direct the Blocked Account to the Funding Account (such arrangements to be hereinafter referred to as “Alternative Sweep Arrangements”). Lender’s obligation to notify the Blocked Account Bank to engage the Alternative Sweep Arrangements is further subject to and condition upon Lender’s receipt of written authorization of the Borrowers, certified to the Lender by the President or other authorized signatory of the Operating Borrowers. Lender shall not be responsible for any failure of the Blocked Account Bank to implement its instructions under this Alternative Sweep Arrangement. As further conditions to any advance by the Lender at any time after the Alternative Sweep Arrangements have been engaged hereunder, the Borrowers shall provide to Lender written notice of its intent to borrower at least thirty (30) days in advance of any borrowing request, and Lender shall have received from the Blocked Account, net written acknowledgment of such minimum balance, not and agreement to exceed $2,500, as may be required the Lender’s instructions to be maintained transfer all funds in the Blocked Account or to the Operating Concentration Account by in accordance with the depository which the Blocked Account or the Operating Account is maintainedagreement described in Section 7-1 (b)(ii) hereof. (d) In the event that, notwithstanding the provisions of this Section 7.47-4, the Obligors Borrowers receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors Borrowers for the Collateral Agent Lender and shall not be commingled with any of the ObligorsBorrowers’ other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Collateral AgentLender. The foregoing notwithstanding, nothing herein shall prevent the Borrowers from maintaining a “bank” in its store registers.